Structured Asset Securities Corp · 424B3 · On 11/1/00

Filed On 11/1/00 4:26pm ET   ·   SEC File 333-35026   ·   Accession Number 1125282-0-182

Prospectus   ·   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                           222  1,175K 

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PROSPECTUS SUPPLEMENT                                                           
(To Prospectus Dated May 23, 2000)                                              

$278,609,960 (Approximate)  

Structured Asset Securities Corporation 
Mortgage Pass-Through Certificates, Series 2000-5 

[GRAPHIC OMITTED] 

Aurora Loan Services Inc.,  
Master Servicer 
------------------

Consider carefully the                                                
risk factors beginning on                                                       
page S-13 of this prospectus                                                    
supplement.                                                                     
For a list of capitalized                                             
terms used in this prospectus                                                   
supplement and the                                                              
prospectus, see the index of                                                    
principal terms beginning on                                                    
page S-85 in this prospectus                                                    
supplement and the index of                                                     
defined terms on page 123 in                                                    
the prospectus.                                                                 
The certificates will                                                 
represent interests in the trust                                                
fund only and will not                                                          
represent interests in or                                                       
obligations of any other entity.                                                
This propectus                                                        
supplement may be used to                                                       
offer and sell the certificates                                                 
only if accompanied by the                                                      
prospectus.                                                                     

The trust will issue:                                                 

o    twelve classes of senior certificates, including four classes of 
interest-only certificates and two classes of principal-only
certificates.                                               

o    six classes of subordinate certificates.                         

The classes of certificates offered by this prospectus supplement are 
listed, together with their initial class principal amounts (or class notional  
amounts) and interest rates, under "Summary of Terms -- The Offered             
Certificates" beginning on page S-6 of this prospectus supplement. This         
prospectus supplement and the accompanying prospectus relate only to the        
offering of the certificates listed in the table on page S-7 and not to the     
other classes of certificates that will be issued by the trust fund as described
in this prospectus supplement.                                                  

The assets of the trust fund will primarily consist of three pools of 
mortgage loans. The mortgage loans were originated in accordance with           
underwriting guidelines that are not as strict as Fannie Mae and Freddie Mac    
guidelines. As a result, the mortgage loans may experience higher rates of      
delinquency, foreclosure and bankruptcy that if they had been underwritten in   
accordance with higher standards.                                               

 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the 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 certificates offered by this prospectus supplement will be purchased by 
Lehman Brothers Inc. from Structured Asset Securities Corporation, and are      
being offered by Lehman Brothers Inc. from time to time for sale to the public  
in negotiated transactions or otherwise at varying prices to be determined at   
the time of sale. Lehman Brothers Inc. has the right to reject any order.       
Proceeds to Structured Asset Securities Corporation from the sale of these      
certificates will be approximately 100.19% of their initial total principal     
amount, plus accrued interest, before deducting expenses.                       

On or about October 30, 2000, delivery of the certificates offered by this  
prospectus supplement, except the Class R Certificate, will be made through the 
book-entry facilities of The Depository Trust Company, and delivery of the      
Class R Certificate will be made in physical form at the offices of Lehman      
Brothers Inc., New York, New York.                                              

Underwriter:

LEHMAN BROTHERS 
The date of this prospectus supplement is October 25, 2000

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Important notice about information presented in this  
prospectus supplement and the accompanying prospectus:  

We provide information to you about the certificates offered by this  
prospectus supplement in two separate documents that progressively provide more 
detail: (1) the accompanying prospectus, which provides general information,    
some of which may not apply to your certificates and (2) this prospectus        
supplement, which describes the specific terms of your certificates.            

If information varies between this prospectus supplement and the      
accompanying prospectus, you should rely on the information in this prospectus  
supplement.                                                                     

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 certificates 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 their  
respective covers.                                                              
---------------   
After the initial distribution of the certificates offered by this    
prospectus supplement, this prospectus and prospectus supplement may be used by 
Lehman Brothers Inc., an affiliate of the depositor and the master servicer, in 
connection with market making transactions in those certificates. Lehman        
Brothers Inc. may act as principal or agent in these transactions. These        
transactions will be at market prices at the time of sale and not at the prices 
of the initial offering. Certain information in this prospectus supplement will 
be updated from time to time for as long as Aurora Loan Services Inc. continues 
to be the master servicer or a servicer.                                        

---------------   
    Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the certificates and with respect to their unsold allotments or 
subscriptions. In addition, all dealers selling the certificates will be        
required to deliver a prospectus supplement and prospectus for ninety days      
following the date of this prospectus supplement.                               
---------------   
We include cross-references in this prospectus supplement and the     
accompanying prospectus to captions in these materials where you can find       
further related discussions. The following table of contents and the table of   
contents included in the accompanying prospectus provide the pages on which     
these captions are located.                                                     

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Tables of Contents  

Prospectus Supplement 

                                            Page
                                           -----
Summary of Terms .......................................    S-6                 
Parties .............................................    S-6              
The Offered Certificates ............................    S-6              
Servicing of the Mortgage Loans .....................   S-10              
Optional Purchase of Certain Classes of                                   
Certificates .....................................   S-10           
Optional Purchase of the Mortgage Loans .............   S-11              
Tax Status ..........................................   S-11              
ERISA Considerations ................................   S-11              
Legal Investment Considerations .....................   S-11              
Ratings of the Certificates .........................   S-11              
Risk Factors ...........................................   S-13                 
Higher Expected Delinquencies of the                                      
Mortgage Loans ...................................   S-13           
Potential Inadequacy of Credit Enhancement...........   S-13              
No Cross-Collateralization of Pool 3 ................   S-14              
Unpredictability and Effect of Prepayments ..........   S-14              
Effect of Exercise of Call Option ...................   S-15              
Special Risks for Certain Classes of                                      
Certificates .....................................   S-15           
Changes in LIBOR May Reduce the Yields                                    
on the Class 2-A1 and 2-A3 Certificates ..........   S-16           
Changes in One Year CMT May Reduce the                                    
Yields on the Class 1-A1, 2-A1 and 3-A1                             
Certificates .....................................   S-16           
Effect of Adjusted Net WAC Cap on                                         
Certificate Interest Rates .......................   S-16           
Mortgage Loans with Interest-Only                                         
Payments .........................................   S-16           
Default Risk on High Balance Mortgage                                     
Loans ............................................   S-17           
Geographic Concentration of Mortgage                                      
Loans ............................................   S-17           
Lack of Primary Mortgage Insurance ..................   S-18              
Effects of Performance of Mortgage Loans                                  
on Ratings of Certificates .......................   S-18           
Limited Ability to Resell Certificates ..............   S-18              
Description of the Certificates ........................   S-19                 
General .............................................   S-19              
Book-Entry Registration .............................   S-21              
Priority of Distributions ...........................   S-22              
Distributions of Interest ...........................   S-24              
Distributions of Principal ..........................   S-27              
Cross-Collateralization Between Pool 1 and                                
Pool 2 ...........................................   S-30           
Available Distribution Amount .......................   S-31              
Example of Distributions ............................   S-33              
The Residual Certificate ............................   S-33              
Allocation of Realized Losses .......................   S-34              
Final Scheduled Distribution Date ...................   S-36              

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                                          Page
                                          ----
Optional Purchase of the Class 1-A1 and                                   
Class 2-A1 Certificates ...........................   S-36            
Optional Purchase of the Mortgage Loans .............   S-37              
The Trustee .........................................   S-37              
Description of the Mortgage Pools ......................   S-37                 
General .............................................   S-37              
The Index ...........................................   S-39              
Pool 1 Mortgage Loans ...............................   S-39              
Pool 2 Mortgage Loans ...............................   S-45              
Pool 3 Mortgage Loans ...............................   S-50              
Underwriting Guidelines .............................   S-54              
Aurora Underwriting Guidelines ......................   S-54              
The Borrower Advantage Program ......................   S-55              
Chase Underwriting Guidelines .......................   S-56              
Additional Information .................................   S-56                 
The Master Servicer ....................................   S-56                 
Delinqencies and Foreclosures ..........................   S-57                 
The Servicers ..........................................   S-58                 
Chase Manhattan Mortgage Corporation ...................   S-58                 
Servicing of the Mortgage Loans ........................   S-59                 
General .............................................   S-59              
Servicing Compensation and Payment of                                     
Expenses .........................................   S-60           
Prepayment Interest Shortfalls ......................   S-60              
Advances ............................................   S-60              
Collection of Taxes, Assessments and Similar                              
Items ............................................   S-61           
Insurance Coverage ..................................   S-61              
Evidence as to Compliance ...........................   S-61              
Certain Rights Related to Foreclosure ...............   S-61              
Trust Agreement ........................................   S-61                 
General .............................................   S-61              
Assignment of Mortgage Loans ........................   S-62              
Voting Rights .......................................   S-62              
Yield, Prepayment and Weighted Average Life ............   S-63                 
General .............................................   S-63              
Sensitivity of Certain Classes of Certificates ......   S-65              
Subordination of the Offered Subordinate                                  
Certificates .....................................   S-68           
Weighted Average Life ...............................   S-68              
Material Federal Income Tax Considerations .............   S-81                 
General .............................................   S-81              
The Class 1-A1 and Class 2-A1                                             
Certificates .....................................   S-81           
Residual Certificates ...............................   S-82              
Legal Investment Considerations ........................   S-82                 
Use of Proceeds ........................................   S-83                 
Underwriting ...........................................   S-83                 
ERISA Considerations ...................................   S-83                 
Legal Matters ..........................................   S-84                 
Ratings ................................................   S-84                 

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Prospectus  

                                      Page
                                       ---------
Description of the Securities ......................        2                   
General .........................................        2                
Distributions on the Securities .................        2                
Optional Termination ............................        4                
Optional Purchase of Securities .................        5                
Other Purchases .................................        5                
Book-Entry Registration .........................        5                
Yield, Prepayment and Maturity Considerations.......        9                   
Payment Delays ..................................        9                
Principal Prepayments ...........................        9                
Timing of Reduction of Principal Amount .........       10                
Interest or Principal Weighted Securities .......       10                
Final Scheduled Distribution Date ...............       10                
Prepayments and Weighted Average Life ...........       10                
Other Factors Affecting Weighted Average                                  
Life .........................................       11             
The Trust Funds ....................................       13                   
General .........................................       13                
Ginnie Mae Certificates .........................       14                
Fannie Mae Certificates .........................       16                
Freddie Mac Certificates ........................       18                
Private Mortgage-Backed Securities ..............       20                
The Mortgage Loans ..............................       22                
The Manufactured Home Loans .....................       26                
Pre-Funding Arrangements ........................       28                
Collection Account and Distribution Account......       28                
Other Funds or Accounts .........................       29                
Loan Underwriting Procedures and                                                
Standards .......................................       29                
Underwriting Standards ..........................       29                
Loss Experience .................................       30                
Representations and Warranties ..................       31                
Substitution of Primary Assets ..................       33                
Servicing of Loans .................................       33                   
General .........................................       33                
Collection Procedures; Escrow Accounts ..........       34                
Deposits to and Withdrawals from the                                      
Collection Account ...........................       34             
Servicing Accounts ..............................       36                
Buy-Down Loans, GPM Loans and Other                                       
Subsidized Loans .............................       36             
Advances and Other Payments, and                                          
Limitations Thereon ..........................       37             
Maintenance of Insurance Policies and Other                               
Servicing Procedures .........................       38             
Presentation of Claims; Realization Upon                                  
Defaulted Loans ..............................       40             
Enforcement of Due-On-Sale Clauses ..............       41                
Certain Rights Related to Foreclosure ...........       41                
Servicing Compensation and Payment of                                     
Expenses .....................................       42             
Evidence as to Compliance .......................       42                
Certain Matters Regarding the Master                                      
Servicer .....................................       43             

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                                      Page
                                     ---
Credit Support .....................................       44                   
General .........................................       44                
Subordinate Securities; Subordination                                     
Reserve Fund .................................       44             
Cross-Support Features ..........................       45                
Insurance .......................................       45                
Letter of Credit ................................       46                
Financial Guaranty Insurance Policy .............       46                
Reserve Funds ...................................       46                
Description of Mortgage and Other                                               
Insurance .......................................       47                
Mortgage Insurance on the Loans .................       47                
Hazard Insurance on the Loans ...................       53                
Bankruptcy Bond .................................       54                
Repurchase Bond .................................       55                
The Agreements .....................................       55                   
Issuance of Securities ..........................       55                
Assignment of Primary Assets ....................       55                
Repurchase and Substitution of Non-                                       
Conforming Loans .............................       58             
Reports To Securityholders ......................       59                
Investment of Funds .............................       60                
Event of Default; Rights Upon Event of                                    
Default ......................................       60             
The Trustee .....................................       63                
Duties of the Trustee ...........................       63                
Resignation of Trustee ..........................       63                
Distribution Account ............................       64                
Expense Reserve Fund ............................       64                
Amendment of Agreement ..........................       64                
Voting Rights ...................................       65                
REMIC or FASIT Administrator ....................       65                
Administration Agreement ........................       65                
Termination .....................................       65                
Legal Aspects of Loans .............................       66                   
Mortgages .......................................       66                
Junior Mortgages; Rights of Senior                                        
Mortgages ....................................       67             
Cooperative Loans ...............................       68                
Foreclosure on Mortgages ........................       70                
Realizing Upon Cooperative Loan Security ........       71                
Rights of Redemption ............................       72                
Anti-Deficiency Legislation and Other                                     
Limitations on Lenders .......................       72             
Soldiers' and Sailors' Civil Relief Act of                                
1940 .........................................       74             
Environmental Risks .............................       74                
Due-on-Sale Clauses in Mortgage Loans ...........       75                
Enforceability of Prepayment and Late                                     
Payment Fees .................................       76             
Equitable Limitations on Remedies ...............       76                
Applicability of Usury Laws .....................       76                
Adjustable Interest Rate Loans ..................       77                
Manufactured Home Loans .........................       77                

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                                      Page
                                     ---------
Material Federal Income Tax                                                     
Considerations .................................       80                 
General ........................................       80                 
Taxable Mortgage Pools .........................       81                 
REMICs .........................................       81                 
FASITs .........................................      101                 
Grantor Trust Funds ............................      103                 
Partnership Trust Funds & Debt Securities .........      109                    
State Tax Considerations ..........................      114                    
ERISA Considerations ..............................      114                    
Pre-Funding Accounts ..............................      118                    

                                    Page
                                   ---
Legal Investment Considerations ...................      119                    
Legal Matters .....................................      120                    
The Depositor .....................................      120                    
Use of Proceeds ...................................      120                    
Plan of Distribution ..............................      120                    
Additional Information ............................      121                    
Incorporation of Certain Documents by                                           
Reference ......................................      122                 
Reports to Securityholders ........................      122                    
Index of Defined Terms ............................      123                    

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Summary of Terms  

o This summary highlights selected information from this prospectus supplement  
and does not contain all of the information that you need to consider in    
making your investment decision. To understand all of the terms of the      
offering of the certificates, it is necessary that you read carefully this  
entire prospectus supplement and the accompanying prospectus.               

o While this summary contains an overview of certain calculations, cash flow    
priorities, and other information to aid your understanding, you should read
carefully the full description of these calculations, cash flow priorities  
and other information in this prospectus supplement and the accompanying    
prospectus before making any investment decision.                           

o Whenever we refer in this prospectus supplement to a percentage of some or    
all of the mortgage loans in the trust fund or in a pool, that percentage   
has been calculated on the basis of the total scheduled principal balance of
those mortgage loans as of October 1, 2000, unless we specify otherwise. We 
explain in this prospectus supplement under "Description of the Certificates
-- Distributions of Principal" how the scheduled principal balance of a     
mortgage loan is determined. Whenever we refer in this Summary of Terms or  
in the Risk Factors section of this prospectus supplement to the total      
principal balance of any mortgage loans, we mean the total of their         
scheduled principal balances, unless we specify otherwise.                  

Parties                                                                         

Seller                                                                          

Lehman Capital, A Division of Lehman Brothers Holdings Inc.         

Depositor                                                                       

Structured Asset Securities Corporation                             

Master Servicer                                                                 

Aurora Loan Services Inc.                                           

Servicers                                                                       

Initially, the servicers will be Aurora Loan Services Inc., Chase   
Manhattan Mortgage Corporation, and other servicers.                            

Trustee                                                                         

The Chase Manhattan Bank                                            

The Offered Certificates                                                        

Classes of Certificates                                                         

Structured Asset Securities Corporation's Mortgage Pass-Through     
Certificates, Series 2000-5, consist of the classes of certificates listed in   
the table on the following page, together with the Class 1-A2, Class 2-A2,      
Class B4, Class B5 and Class B6 Certificates. Only the classes of certificates  
listed in the table are offered by this prospectus supplement.                  

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Class                   
                   Principal                                 CUSIP
Class                     Amount(1)           Interest Rate        Number       
-----------------   --------------------   -------------------   ----------     
1-A1 ............       $75,950,000         7.25  %(2)           863572Y80      
1-AX ............           (3)            Adjustable(4)         863572Y98      
2-A1 ............        71,657,000        Adjustable(5)         863572Z22      
2-A3 ............           (3)            Adjustable(4)         863572Z30      
2-AX ............           (3)            Adjustable(4)         863572Z48      
2-AP(6) .........         4,196,187         0.00%                863572Z55      
3-A1 ............       112,481,000         7.00%(7)             863572Z63      
3-AX ............           (3)            Adjustable(4)         863572Z71      
3-AP(6) .........             4,673         0.00%                863572Z89      
B1 ..............         8,577,000        Adjustable(4)         863572Z97      
B2 ..............         3,805,000        Adjustable(4)         8635722A0      
B3 ..............         1,939,000        Adjustable(4)         8635722B8      
R ...............               100        7.25%(2)              8635722C6      

------------                                                                    
(1) These balances are approximate, as described in this prospectus supplement. 

(2) The Class 1-A1 and R Certificates will accrue interest based on an interest 
rate of 7.25% per annum, subject to a maximum rate equal to the Adjusted
Net WAC for pool 1, until the Class 1-A1 Call Date. After the Accrual   
Period for the Class 1-A1 Call Date, the Class 1-A1 Certificates will   
 accrue interest based on the Adjusted Net WAC for pool 1, as described in
this prospectus supplement.                                             

(3) The Class 1-AX, 2-A3, 2-AX and 3-AX Certificates are interest-only          
 certificates; they will not be entitled to payments of principal and will
  accrue interest on their notional amounts, as described in this prospectus
supplement.                                                             

(4) The Class 1-AX, 2-A3, 2-AX, 3-AX, B1, B2 and B3 Certificates will accrue    
  interest based on variable interest rates, as described in this prospectus
supplement.                                                             

(5) The Class 2-A1 Certificates will accrue interest based on a variable        
interest rate, as described in this prospectus supplement, subject to a 
maximum rate equal to the Adjusted Net WAC for Pool 2, until the Class  
  2-A1 Call Date. After the Accrual Period for the Class 2-A1 Call Date, the
  Class 2-A1 Certificates will accrue interest based on the Adjusted Net WAC
for pool 2, as described in this prospectus supplement. The initial     
interest rate on the Class 2-A1 Certificates will be 7.22%.             

(6) The Class 2-AP and 3-AP Certificates are principal-only certificates; they  
will not be entitled to payments of interest.                           

(7) The Class 3-A1 Certificates will accrue interest based on an interest rate  
of 7.00% per annum, subject to a maximum rate equal to the Adjusted Net 
 WAC for pool 3, until the Class 3-A1 Reset Date. After the Accrual Period
for the Class 3-A1 Reset Date, the Class 3-A1 Certificates will accrue  
interest based on the Adjusted Net WAC for pool 3, as described in this 
prospectus supplement.                                                  

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  The certificates offered by this prospectus supplement, except for the
Class R Certificate, will be issued in book-entry form. The Class R Certificate 
will be issued in the form of a physical certificate.                           

See "Description of the Certificates -- General" in this prospectus 
supplement for a discussion of the minimum denominations and the incremental    
denominations of each class of certificates.                                    

The certificates represent ownership interests in a trust fund that 
consists primarily of three separate pools of mortgage loans: "pool 1," "pool   
2" and "pool 3." As is described in greater detail in this prospectus           
supplement, the mortgage loans in pool 1 have original terms to maturity of 30  
years and consist of adjustable rate mortgage loans with interest rates which   
first adjust after an initial period of three years following origination and   
then adjust in each following year; the mortgage loans in pool 2 have original  
terms to maturity of 30 years and consist of adjustable rate mortgage loans     
with interest rates which first adjust after an initial period of five years    
following origination and then generally adjust in each following year; and the 
mortgage loans in pool 3 have original terms to maturity of 30 years, consist   
of adjustable rate mortgage loans with interest rates which first adjust after  
an initial period of seven years following origination and then adjust in each  
following year, and have original principal balances that do not exceed the     
applicable Fannie Mae/Freddie Mac maximum original loan limitations for one-to  
four-family mortgaged properties.                                               

     Payments of interest and principal on senior certificates identified with
a "1-" in their class designation and the Class R Certificate will be based on  
collections on the pool 1 mortgage loans, and payments on senior certificates   
identified with a "2-" in their class designations will be based on collections 
on the pool 2 mortgage loans, except, in each case, under the limited           
circumstances described in this prospectus supplement. Payments of interest and 
principal on senior certificates identified with a "3-" in their class          
designation will be based on collections on the pool 3 mortgage loans. Each     
class of the subordinate certificates will consist of two payment components:   
one component relating to pools 1 and 2, and one component relating to pool 3.  
Payments of interest and principal on the components of the subordinate         
certificates will be based on collections from the related pools.               

     The offered certificates will have an approximate total initial principal
amount of $278,609,960. Any difference between the total principal amount of    
the certificates on the date they are issued and the approximate total          
principal amount of the certificates on the date of this prospectus supplement  
will not exceed 5%.                                                             

Payment Components                                                              

   As described above, each class of subordinate certificates will consist
of two payment components. The component related to pools 1 and 2 will be       
designated with a "(1-2)" and the component related to pool 3 will be           
designated with a "(3)".                                                        

  The balance of each class of subordinate certificates at any time will
equal the sum of its components. For example, the principal amount of the Class 
B1 Certificates will equal the sum of the principal amounts of the B1(1-2) and  
B1(3) components. In addition, the total amount of interest accrued on the      
Class B1 Certificates, for example, in any particular payment period will equal 
the sum of the amount of interest accrued on the B1(1-2) and B1(3) components   
in that period. The holder of a subordinate certificate will not have a         
severable interest in any component, but will have an undivided interest in the 
entire related class.                                                           

See "Description of the Certificates" in this prospectus supplement.

Payments on the Certificates                                                    

  Principal and interest on the certificates will be payable on the 25th
day of each month, beginning in November 2000. However, if the 25th day is not  
a business day, payments will be made on the next business day after the 25th   
day of the month.                                                               

Interest Payments                                                               

Interest will accrue on each class of certificates, other than the  
principal-only certificates, at the applicable annual rates described in this   
prospectus supplement.                                                          

No interest will be paid on the Class 1-AX, 2-AX, 2-A3 and 3-AX     
Certificates after the distribution dates in July 2003, May 2005, May 2005 and  
February 2007, respectively.                                                    

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    The Class 2-AP and 3-AP Certificates are principal-only certificates and
will not be entitled to payments of interest.                                   

 See "Description of the Certificates -- Distributions of Interest" in
this prospectus supplement.                                                     

Principal Payments                                                              

The amount of principal payable on the certificates, other than the 
interest-only certificates, will be determined by (1) formulas that allocate    
portions of principal payments received on the mortgage loans among different   
classes, and (2) funds actually received on the mortgage loans that are         
available to make payments on the certificates. Funds actually received on the  
mortgage loans may consist of expected, scheduled payments, and unexpected      
payments resulting from prepayments by borrowers, liquidation of defaulted      
mortgage loans, or repurchases of mortgage loans under the circumstances        
described in this prospectus supplement.                                        

The key allocation concept for the Class 1-A1, 2-A1, 3-A1 and R     
Certificates is the Senior Principal Distribution Amount. The key allocation    
concept for the Class 2-AP and 3-AP Certificates is the AP Principal            
Distribution Amount. The key allocation concept for the Class B Certificates is 
the Subordinate Principal Distribution Amount.                                  

The Class 1-AX, 2-A3, 2-AX and 3-AX Certificates are interest-only  
certificates and will not be entitled to payments of principal.                 

  See "Description of the Certificates -- Distributions of Principal" in
this prospectus supplement.                                                     

Limited Recourse                                                                

     The only source of cash available to make interest and principal payments
on the certificates will be the assets of the trust fund. The trust fund will   
have no other source of cash and no other entity will be required or expected   
to make any payments on the certificates.                                       

Enhancement of Likelihood of Payment on the Certificates                        

     The payment structure used by the trust fund includes subordination, loss
allocation and cross-collateralization features to enhance the likelihood that  
holders of more senior classes of certificates will receive regular payments of 
interest and principal. The senior certificates will be less likely to          
experience losses than the subordinate certificates, and each class of          
subordinate certificates with a lower numerical class designation will be less  
likely to experience losses than each class of subordinate certificates with a  
higher numerical class designation.                                             

  Because the components related to pools 1 and 2 represent interests in
both such mortgage pools, the component principal amounts of these components   
could be reduced to zero as a result of disproportionately high losses on the   
mortgage loans in either pool 1 or pool 2, increasing the likelihood that       
losses experienced by one pool will be allocated to the senior certificates of  
the other pool.                                                                 

See "Risk Factors -- Potential Inadequacy of Credit Enhancement" and
"Description of the Certificates -- Cross-Collateralization Between Pool 1 and  
Pool 2" and "-- Allocation of Realized Losses" in this prospectus supplement    
for a detailed description of subordination, loss allocation and cross-         
collateralization.                                                              

Subordination of Payments                                                       

  Certificates with an "A" or "R" in their class designation will have a
payment priority as a group over other certificates. The Class B1 Certificates  
will have a payment priority over the Class B2 and B3 Certificates, and the     
Class B2 Certificates will have a payment priority over the Class B3            
Certificates. The Class B3 Certificates will have a payment priority over the   
Class B4, B5 and B6 Certificates.                                               

 See "Description of the Certificates -- Priority of Distributions" in
this prospectus supplement.                                                     

Allocation of Losses                                                            

   As described in this prospectus supplement, amounts representing losses
on the mortgage loans in a pool (or pools) will be applied to reduce the        
principal amount of the related component (i.e., the component for such pool or 
pools) still outstanding that has the lowest payment priority, until the amount 
of that component has been reduced to zero. For example, losses in pools 1 and  
2 will first be allocated in reduction of the B6(1-2) component principal       
amount until it is reduced to zero, then to the B5(1-2) component until its     
principal amount has been reduced to zero and likewise to the B4(1-2), B3(1-2), 
B2(1-2) and B1(1-2)                                                             

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components, in that order, until the principal amount of each component has     
been reduced to zero. If the applicable subordination is insufficient to absorb 
losses, then senior certificateholders will incur losses and may never receive  
all of their principal payments.                                                

Cross-Collateralization Between Pool 1 and Pool 2                               

  Under certain limited circumstances, and with respect to pools 1 and 2
only, payments on the mortgage loans in one pool may be distributed to holders  
of certain senior certificates of the other pool. As described in greater       
detail in this prospectus supplement, this "cross-collateralization" between    
pool 1 and pool 2 may occur in two basic ways. For example:                     

(1) Rapid prepayment situations:                                                

  o If the Class 1-A1, 1-A2 and R Certificates have been retired but the
      Class 2-A1 and 2-A2 Certificates are outstanding, and the mortgage
       loans are performing below certain standards, then certain payments
        on the pool 1 mortgage loans will be paid to the Class 2-A1 and 2-A2
   Certificates before being paid to the subordinate certificates.

    o If the Class 2-A1 and 2-A2 Certificates have each been retired but the
      Class 1-A1 and 1-A2 Certificates are outstanding, and the mortgage
       loans are performing below certain standards, then certain payments
        on the pool 2 mortgage loans will be paid to the Class 1-A1 and 1-A2
   Certificates before being paid to the subordinate certificates.

(2) High loss situations:                                                       

o If the total principal amount of the Class 1-A1, 1-A2 and R       
        Certificates is greater than the total principal balance of the pool
        1 mortgage loans, then certain payments on the pool 2 mortgage loans
         otherwise payable to the subordinate certificates will be paid to the
Class 1-A1, 1-A2 and R Certificates.                        

   o If the total principal amount of the Class 2-A1 and 2-A2 Certificates
      is greater than the total principal balance of the pool 2 mortgage
       loans, then certain payments on the pool 1 mortgage loans otherwise
     payable to the subordinate certificates will be paid to the Class
2-A1 and 2-A2 Certificates.                                 

   See "Description of the Certificates -- Cross-Collateralization Between
Pool 1 and Pool 2" in this prospectus supplement.                               

The Mortgage Loans                                                              

     As of the cut-off date, which is October 1, 2000, the assets of the trust
will consist primarily of three pools of mortgage loans with a total principal  
balance of approximately $284,658,936. The mortgage loans will be secured by    
mortgages, deeds of trust, or other security instruments, all of which are      
referred to in this prospectus supplement as mortgages.                         

   The mortgage loans will consist of adjustable rate, conventional, first
lien residential mortgage loans, all of which have original terms to stated     
maturity of 30 years.                                                           

The mortgage loans were originated or acquired in accordance with   
underwriting guidelines that are less strict than Fannie Mae and Freddie Mac    
guidelines. As a result, the mortgage loans are likely to experience higher     
rates of delinquency, foreclosure and bankruptcy than mortgage loans            
underwritten in accordance with higher standards.                               

     The mortgage loans in the trust fund will not be insured or guaranteed by
any government agency.                                                          

     See "Description of the Mortgage Pools" in this prospectus supplement and
"The Trust Funds -- The Mortgage Loans" in the prospectus for a general         
description of the mortgage loans.                                              

Servicing of the Mortgage Loans                                                 

   The mortgage loans will be master serviced by Aurora Loan Services Inc.
The master servicer will oversee the servicing of the mortgage loans by the     
primary loan servicers, but will not be ultimately responsible for the          
servicing of the mortgage loans except as described in this prospectus          
supplement. Servicing may be transferred to primary servicers other than the    
initial servicers in accordance with the trust agreement and the servicing      
agreements, as described in this prospectus supplement.                         

   See "The Master Servicer" and "Servicing of the Mortgage Loans" in this
prospectus supplement.                                                          

Optional Purchase of Certain Classes of Certificates                            

     The initial holder of the Class 1-A2 Certificate, which is not offered by
this prospectus supplement, may purchase all, but not less than all, of the     
Class 1-A1 Certificates remaining                                               

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outstanding on or after the distribution date in July 2003, which we refer to   
as the Class 1-A1 call date. The initial holder of the Class 2-A2 Certificate,  
which is not offered by this prospectus supplement, may purchase all, but not   
less than all, of the Class 2-A1 Certificates remaining outstanding on or after 
the distribution date in May 2005, which we refer to as the Class 2-A1 call     
date.                                                                           

  See "Description of the Certificates -- Optional Purchase of the Class
1-A1 and Class 2-A1 Certificates" in this prospectus supplement for a           
description of the purchase price to be paid for the Class 1-A1 and Class 2-A1  
Certificates.                                                                   

Optional Purchase of the Mortgage Loans                                         

     Structured Asset Securities Corporation may repurchase the mortgage loans
on any distribution date after the date on which the total principal balance of 
the mortgage loans (determined in the aggregate rather than by pool) declines   
to less than 10% of their initial total principal balance. If the mortgage      
loans are repurchased, certificateholders will be paid accrued interest and     
principal equal to the outstanding principal amount of the certificates.        

     See "Description of the Certificates -- Optional Purchase of the Mortgage
Loans" in this prospectus supplement for a description of the purchase price to 
be paid for the mortgage loans.                                                 

Tax Status                                                                      

 The trustee will elect to treat all or a portion of the trust fund as
multiple REMICs for federal income tax purposes. Each of the certificates other 
than the Class R Certificate will represent ownership of "regular interests" in 
a REMIC and the Class R Certificate will be designated as the sole class of     
"residual interest" in each REMIC.                                              

     The Class 1-AX, 2-A3, 2-AX, 3-AX, 2-AP and 3-AP Certificates will be, and
other classes of certificates may be, issued with original issue discount for   
federal income tax purposes.                                                    

  There are restrictions on the ability of certain types of investors to
purchase the Class R Certificate.                                               

See "Material Federal Income Tax Considerations" in this prospectus 
supplement and in the accompanying prospectus for additional information        
concerning the application of federal income tax laws to the certificates.      

ERISA Considerations                                                            

   Generally, the Class 1-A1, 1-AX, 2-A1, 2-A3, 2-AX and 2-AP Certificates
may, but the Class 3-A1, 3-AP, R, B1, B2 and B3 Certificates may not, be        
purchased by employee benefit plans or individual retirement accounts subject   
to the Employee Retirement Income Security Act of 1974 or Section 4975 of the   
Internal Revenue Code of 1986. A fiduciary of an employee benefit plan or an    
individual retirement account must determine that the purchase of a certificate 
is consistent with its fiduciary duties under applicable law and does not       
result in a nonexempt prohibited transaction under applicable law.              

See "ERISA Considerations" in this prospectus supplement and in the 
prospectus for a more complete discussion of these issues.                      

Legal Investment Considerations                                                 

   Only the Class 1-A1, 1-AX, 2-A1, 2-A3, 2-AX, 2-AP, 3-A1, 3-AX, 3-AP, B1
and R Certificates will constitute "mortgage related securities" for purposes   
of the Secondary Mortgage Market Enhancement Act of 1984.                       

     There are other restrictions on the ability of certain types of investors
to purchase the certificates that prospective investors should consider.        

   See "Legal Investment Considerations" in this prospectus supplement and
in the prospectus.                                                              

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Ratings of the Certificates                                                     

 The certificates offered by this prospectus supplement will initially
have the following ratings from Fitch, Inc. and Standard and Poor's Rating      
Services, a division of The McGraw-Hill Companies, Inc. The designation "N/A"   
means that a rating agency will not rate the certificates of that class:        

Fitch      S&P                                
Class           Rating     Rating                                               
------------   --------   -------                                               
1-A1            AAA       AAA                                               
1-AX            AAA       AAA                                               
2-A1            AAA       AAA                                               
2-A3            AAA       AAA                                               
2-AX            AAA       AAA                                               
2-AP            AAA       AAA                                               
3-A1            AAA       AAA                                               
3-AX            AAA       AAA                                               
3-AP            AAA       AAA                                               
R               AAA       AAA                                               
B1              AA        N/A                                               
B2               A        N/A                                               
B3              BBB       N/A                                               

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o These ratings are not recommendations to buy, sell or hold these              
certificates. A rating may be changed or withdrawn at any time by the       
assigning rating agency.                                                    

o The ratings do not address the possibility that, as a result of principal     
prepayments, the yield on your certificates may be lower than anticipated.  

 See "Ratings" in this prospectus supplement for a more complete discussion of
the certificate ratings.                                                        

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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.                                         

Higher Expected Delinquencies                                                   
of the Mortgage Loans.....   The mortgage loans were originated or acquired   
                            by various originators in accordance, generally,
                              with underwriting guidelines of the type described
                            in this prospectus supplement. In general, these
                         guidelines are not as strict as Fannie Mae or
                             Freddie Mac guidelines, so the mortgage loans are
                      likely to experience rates of delinquency,
                           foreclosure and bankruptcy that are higher, and
                        that may be substantially higher, than those
                         experienced by mortgage loans underwritten in
             accordance with higher standards.

                         Changes in the values of mortgaged properties
                            related to the mortgage loans and the underlying
                           mortgage loans may have a greater effect on the
                         delinquency, foreclosure, bankruptcy and loss
                         experience of the mortgage loans in the trust
                        fund than on mortgage loans originated under
                          stricter guidelines. We cannot assure you that
                       the values of the mortgaged properties have
                          remained or will remain at levels in effect on
                            the dates of origination of the related mortgage
loans.              

                     See "Description of the Mortgage Pools --
                        General" in this prospectus supplement for a
                     description of the characteristics of the
                         mortgage loans in each mortgage loan pool and
                     "--Underwriting Guidelines" for a general
                           description of the underwriting guidelines used
              in originating the mortgage loans.

Potential Inadequacy of Credit                                                  
Enhancement...............   The certificates are not insured by any          
                    financial guaranty insurance policy. The
              subordination, loss allocation and
                              cross-collateralization features described in this
                             prospectus supplement are intended to enhance the
                             likelihood that holders of more senior classes of
                         certificates will receive regular payments of
                             interest and principal, but are limited in nature
                              and may be insufficient to cover all losses on the
mortgage loans.     

                           As described below, amounts representing losses
                            on the mortgage loans in a pool or pools will be
                         applied to reduce the principal amount of the
                            related component still outstanding that has the
                             lowest payment priority, until the amount of that
                            component has been reduced to zero. For example,
                           losses on pools 1 and 2 will first be allocated
                           in reduction of the B6(1-2) component principal
                          amount until it is reduced to zero and then to
                            the B5(1-2) component until its principal amount
                        has been reduced to zero and likewise to the
                             B4(1-2), B3(1-2), B2(1-2) and B1(1-2) components,
                             in that order, until the principal amount of each
                             component has been reduced to zero. If applicable
                        subordination is insufficient to absorb such
                       losses, then senior certificateholders will
                            likely incur losses and may never receive all of
     their principal payments.

                           Because the components related to pools 1 and 2
                           represent interests in both mortgage pools, the
                           component principal amounts of these components
                     could be reduced to zero as a result of a
                           disproportionately high amount of losses on the
                           mortgage loans in either pool 1 or pool 2. As a
                  result, losses in one pool will reduce

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                             the loss protection provided by the components to
                        the senior certificates corresponding to the
                             other such pool, and will increase the likelihood
                        that losses will be allocated to those other
senior certificates.

                            See "Description of the Certificates -- Priority
                           of Distributions" and "--Allocation of Realized
                  Losses" in this prospectus supplement.

No Cross-Collateralization of                                                   
Pool 3....................   Interest and principal on the pool 3 senior      
                            certificates will be payable solely from amounts
                              collected in respect of the mortgage loans in pool
                              3. Similarly, interest on each pool 3 component of
                              the subordinate certificates and principal on each
                            pool 3 component of the subordinate certificates
                             will be payable from amounts collected in respect
                            of the mortgage loans in pool 3. Pool 3 will not
                           be "cross-collateralized" with either pool 1 or
                      pool 2--interest and principal received on
                           mortgage loans in pool 1 and pool 2 will not be
                    available to the pool 3 certificates and
                              components. As a result, a disproportionately high
                           rate of delinquencies or defaults in pool 3 may
                        result in shortfalls or losses affecting the
                            related component or components at the same time
                        that amounts from pool 1 or pool 2 are being
                            distributed in respect of components relating to
                      such other pools with lower seniority. For
                            example, on any distribution date, the component
                          principal amount of the B1(3) component may be
                              reduced because of losses on the mortgage loans in
                           pool 3, even though the B2 component related to
                      pool 1 and pool 2 is still outstanding and
                              continues to receive distributions related to pool
                              1 and pool 2. In the case of extremely high losses
                          experienced by pool 3, it is possible that the
                          principal amount of the senior certificates of
                             pool 3 could be reduced by losses that exceed the
                             principal amount of the subordinate components of
                            pool 3, even though the subordinate certificates
                              are still outstanding and receiving distributions.

                       See "Description of the Mortgage Pools" and
                           "Description of the Certificates -- Priority of
                         Distributions" and "-- Allocation of Realized
                  Losses" in this prospectus supplement.

Unpredictability and Effect of                                                  
Prepayments...............   Borrowers may prepay their mortgage loans in     
                  whole or in part at any time; however,
                             approximately 26.27% of the pool 1 mortgage loans
                           and approximately 32.77% of the pool 2 mortgage
                             loans require the payment of a prepayment penalty
                              in connection with any voluntary prepayment during
                           periods that range from one to five years after
                       origination. These penalties may discourage
                         borrowers from prepaying their mortgage loans
      during the penalty period.

                           The timing of prepayments of principal may also
                           be influenced by liquidations or repurchases of
                          or insurance payments on the mortgage loans. A
                        prepayment of a mortgage loan in a pool will
                           usually result in a payment of principal on the
 related certificates.

                             o If you purchase your certificates at a discount
                       and principal is repaid slower 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. 

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                        See "Yield, Prepayment, and Weighted Average
                     Life" in this prospectus supplement for a
                         description of factors that may influence the
                          rate and timing of prepayments on the mortgage
loans.              

                           The prepayment experience of the mortgage loans
                             may differ significantly from that of other first
            lien residential mortgage loans.

Effect of Exercise of                                                           
Call Option................  If the holder of the Class 1-A2 Certificate      
                          exercises its right to purchase the Class 1-A1
                              Certificates on or after the Class 1-A1 call date,
                       or the holder of the Class 2-A2 Certificate
                          exercises its right to purchase the Class 2-A1
                              Certificates on or after the Class 2-A1 call date,
                             the effect on holders of the Class 1-A1 and Class
                           2-A1 certificates will be the same as if all of
                           the mortgage loans in the related pool had been
                              prepaid in full. Although your Class 1-A1 or Class
                            2-A1 Certificate might trade at a premium in the
                           secondary market at the time the call option is
                        exercised, you will not receive any premium.

                            We cannot assure you that the holder of the call
                             certificates related to either pool will, or will
                           not, exercise its right to purchase the related
                         senior Certificates in either pool when it is
                            first entitled to do so or on any later date. In
                             deciding whether to purchase any certificate, you
                            should make your own assessment of the risk that
                          the applicable call option will or will not be
                            exercised, and of the consequences to you if the
               call option is or is not exercised.

Special Risks for Certain                                                       
Classes of Certificates...   The Class 2-AP and 3-AP Certificates are         
                           principal-only certificates and the Class 1-AX,
                 2-A3, 2-AX and 3-AX, Certificates are
                          interest-only certificates. These certificates
                             have yields to maturity (or early termination) --
                    the yield you will receive if you hold a
                              certificate until it has been paid in full -- that
                              are highly sensitive to prepayments on the related
mortgage loans.     

                       If you purchase any of the above classes of
                           certificates, you should consider the risk that
                             you may receive a lower than expected yield under
        the following circumstances:

                           o a faster than expected rate of prepayments on
                            mortgage loans in pool 1, in the case of the
                               Class 1-AX Certificates, in pool 2, in the case
                                of Class 2-A3 and 2-AX Certificates, and in pool
                              3, in the case of the Class 3-AX Certificates;

                           o in particular, a faster than expected rate of
                              prepayments on mortgage loans in pool 1 having
                            net interest rates higher than 7.25%, in the
                             case of the Class 1-AX Certificates, mortgage
                         loans in pool 2 having net interest rates
                           higher than 9.00%, in the case of the Class
                             2-AX Certificates, and mortgage loans in pool
                              3 having net interest rates higher than 7.00%,
                              in the case of the Class 3-AX Certificates; or

                           o a slower than expected rate of prepayments on
                            mortgage loans in pool 2 having net interest
                                rates lower than 9.00%, in the case of the Class
                               2-AP Certificates, and mortgage loans in pool 3
                              having net interest rates lower than 7.00%, in
                        the case of the Class 3-AP Certificates.

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                          Prepayments on the related mortgage loans,
                       including liquidations, repurchases and
                               insurance payments, could result in the failure
                           of investors in the Class 1-AX, 2-A3, 2-AX,
                                3-AX, 2-AP or 3-AP Certificates to fully recover
          their initial investments.

                            See "Yield, Prepayment, and Weighted Average
                         Life" in this prospectus supplement for a
                          description of factors that may affect the
                            sensitivity of these certificates' yields to
maturity.       

Changes in LIBOR May Reduce                                                     
the Yields on the Class 2-A1                                                  
and 2-A3 Certificates.....   The amount of interest payable on the Class 2-A1 
                          Certificates is calculated by reference to the
                          London Interbank Offered Rate, known as LIBOR.
                       If LIBOR falls, the yield on the Class 2-A1
                             Certificates will be lower. The interest rates on
                       the Class 2-A1 Certificates will not exceed
                           specified rates, regardless of levels of LIBOR.

                            The amount of interest payable on the Class 2-A3
                          Certificates is calculated by reference to the
                            interest rate on the Class 2-A1 Certificates. If
                            LIBOR rises, the interest rate on the Class 2-A1
                           Certificates will increase and the yield on the
                  Class 2-A3 Certificates will be lower.

Changes in One Year CMT May                                                     
Reduce the Yields on the                                                      
Class 1-A1, 2-A1 and 3-A1                                                     
Certificates..............   After the related call or reset date, the amount 
                             of interest payable on the Class 1-A1, Class 2-A1
                             and Class 3-A1 Certificates will be calculated on
                           the basis of the adjusted net mortgage rates of
                        the mortgage loans in the related pools. The
                             adjusted net mortgage rates of the mortgage loans
                            are calculated on the basis of an index plus the
                              applicable margin, as described in this prospectus
                             supplement. As a result, on and after the related
                            call or reset dates, any decline in the index on
                           which the adjusted net mortgage rates are based
                       will result in a lower yield on the related
certificates.       

Effect of Adjusted Net WAC                                                      
Cap on Certificate Interest                                                   
Rates....................    Because the interest rates on the mortgage loans 
                      adjust at different times and in different
                             amounts, if the interest rates of the Class 1-A1,
                         2-A1 and 3-A1 Certificates were not capped as
                         described in this prospectus supplement under
                             "Description of the Certificates -- Distributions
                             of Interest," there may be times when those rates
                             would exceed the adjusted weighted average of the
                       interest rates on the mortgage loans in the
                           related pool (after deduction of fees). If that
                              happens, the caps will have the effect of reducing
                              the interest rates on the Class 1-A1, 2-A1 or 3-A1
               Certificates, at least temporarily.

                            See "Yield, Prepayment and Weighted Average Life
                -- Sensitivity of Certain Classes of
                           Certificates" in this prospectus supplement for
                        more information on the yield sensitivity of
these certificates. 

Mortgage Loans with                                                             
Interest-Only Payments...    Approximately 15.78 % of the pool 1 mortgage     
                        loans and approximately 20.27% of the pool 2
                              mortgage loans expected to be in the trust fund on
                            the closing date provide for payment of interest
                         at the related mortgage interest rate, but no
                           payment of principal, for a period of ten years
                           following the origination of the mortgage loan.
                       Following that ten year period, the monthly
   payment with respect to

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                             each of these mortgage loans will be increased to
                          an amount sufficient to amortize the principal
                           balance of the mortgage loan over the remaining
                             term and to pay interest at the mortgage interest
rate.               

                             The presence of these mortgage loans in the trust
                             fund will, absent other considerations, result in
                             longer weighted average lives of the certificates
                             than would have been the case had these loans not
                            been included in the trust fund. If you purchase
                            a certificate at a discount, you should consider
                        that the extension of weighted average lives
                           could result in a lower yield than would be the
                             case if these mortgage loans provided for payment
                            of principal and interest on every payment date.
                           In addition, a borrower may view the absence of
                         any obligation to make a payment of principal
                       during the first ten years of the term of a
                          mortgage loan as a disincentive to prepayment.

                          If a recalculated monthly payment as described
                           above is substantially higher than a borrower's
                             previous interest-only monthly payment, that loan
                  may be subject to an increased risk of
 delinquency and loss.

Default Risk on High Balance                                                    
Mortgage Loans............   The principal balances of approximately nine     
                             mortgage loans in pool 1 and seven mortgage loans
                           in pool 2, representing approximately 15.82% of
                              the pool 1 mortgage loans and approximately 11.70%
                           of the pool 2 mortgage loans, were in excess of
                      $1,000,000 on the closing date. You should
                           consider the risk that the loss and delinquency
                             experience on these high balance loans may have a
                            disproportionate effect on the related pool as a
whole.              

Geographic Concentration of                                                     
Mortgage Loans............   Approximately 57.31% of the pool 1 mortgage      
                              loans, approximately 54.21% of the pool 2 mortgage
                        loans and approximately 11.11% of the pool 3
                              mortgage loans expected to be in the trust fund on
                         the closing date are secured by properties in
                  California. There are also significant
                             concentrations of Mortgage Loans in other states.
                             The rate of delinquencies, defaults and losses on
                             the mortgage loans may be higher than if fewer of
                              the mortgage loans were concentrated in California
                             or another state because the following conditions
                    in California or in another state with a
                      relatively high concentration of mortgaged
                             properties will have a disproportionate impact on
          the mortgage loans in general:

                            o weak economic conditions, which may or may not
                           affect real property values, may affect the
                            ability of borrowers to repay their loans on
time.           

                           o declines in residential real estate market in
                               California may reduce the values of properties,
                        which would result in an increase in the
     loan-to-value ratios.

                   o properties in California, may be more
                                susceptible than homes located in other parts of
                           the country to certain types of uninsurable
                                hazards, such as earthquakes, as well as storms,
                              floods, wildfires, mudslides and other natural
disasters.      

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                          Natural disasters affect regions of the United
                       States from time to time, and may result in
                       increased losses on mortgage loans in those
                       regions, or in insurance payments that will
                           constitute prepayments of those mortgage loans.

                    For additional information regarding the
                            geographic distribution of the mortgage loans in
                        each mortgage pool, see the applicable table
                             under "Description of the Mortgage Pools" in this
 prospectus supplement

Lack of Primary Mortgage                                                        
Insurance.................   Approximately 8.18% of the pool 1 mortgage       
                             loans, approximately 9.93% of the pool 2 mortgage
                      loans and all of the pool 3 mortgage loans
                           expected to be in the trust fund on the closing
                           date have original loan-to-value ratios greater
                           than 80%. Approximately 0.53% of these mortgage
                       loans are not covered by a primary mortgage
                          insurance policy. If borrowers without primary
                        mortgage insurance default on their mortgage
                          loans, there is a greater likelihood of losses
                            than if the loans were insured. We cannot assure
                              you that the applicable credit enhancement will be
           adequate to cover those losses.

Effects of Performance of                                                       
Mortgage Loans on Ratings                                                     
of Certificates...........  The ratings assigned to your certificates may be
                            adversely affected if losses or delinquencies on
                            the mortgage loans in general or in any pool are
                           worse than expected, no matter how the mortgage
                              loans in the other pools perform. Depending on the
                        available level of credit enhancement at any
                         particular time, the rating agencies may base
                            their ratings of the certificates on the payment
                          performance of the mortgage loans in the worst
performing pool.    

Limited Ability to Resell                                                       
Certificates..............   The underwriter is not required to assist in     
                           resales of the certificates, although it may do
                   so. A secondary market for any class of
                        certificates may not develop. If a secondary
                            market does develop, it might not continue or it
                            might not be sufficiently liquid to allow you to
            resell any of your certificates.

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Description of the Certificates 

General                                                                         

   The Series 2000-5 Mortgage Pass-Through Certificates (the "Certificates")
will consist of the Class 1-A1, Class 1-A2, Class 1-AX, Class 2-A1, Class 2-A2, 
Class 2-A3, Class 2-AX, Class 2-AP, Class 3-A1, Class 3-AX, Class 3-AP, Class   
B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class R Certificates.  
The Class 1-A1, Class 1-A2, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3,     
Class 2-AX, Class 2-AP Class 3-A1, Class 3-AX, Class 3-AP and Class R           
Certificates are referred to herein as the "Senior Certificates;" the Class B1, 
Class B2 and Class B3 Certificates are referred to herein as the "Offered       
Subordinate Certificates;" and the Offered Subordinate Certificates and the     
Class B4, Class B5 and Class B6 Certificates are referred to herein as the      
"Subordinate Certificates." Only the Senior Certificates (other than the Class  
1-A2 and Class 2-A2 Certificates) and the Offered Subordinate Certificates      
(collectively, the "Offered Certificates") are offered hereby. The Class 2-AP   
and Class 3-AP Certificates are sometimes referred to herein as the "Class AP   
Certificates;" or as the "Principal-Only Certificates;" the Class 1-AX, Class   
2-A3, Class 2-AX and Class 3-AX Certificates are sometimes referred to herein   
as the "Interest-Only Certificates;" and the Class 2-A1, Class 2-A2, Class      
2-A3, Class 2-AX, Class 3-A1, Class 3-AX and Class R Certificates are sometimes 
referred to herein as the "Non-AP Senior Certificates." The Class 1-A2 and      
Class 2-A2 Certificates are sometimes referred to herein as the "Call           
Certificates."                                                                  

   The Certificates represent beneficial ownership interests in a trust fund
(the "Trust Fund"), the assets of which consist primarily of (1) three pools    
("Pool 1," "Pool 2" and "Pool 3," respectively, and each, a "Mortgage Pool") of 
adjustable rate, fully amortizing, conventional first lien mortgage loans (the  
"Mortgage Loans"), (2) such assets as from time to time are identified as       
deposited in respect of the Mortgage Loans in the Certificate Account, (3)      
property acquired by foreclosure of Mortgage Loans or deed in lieu of           
foreclosure, (4) any applicable insurance policies, and (5) all proceeds        
thereof.                                                                        

The Group 1 and Group 2 Certificates. Except in certain limited       
circumstances described herein, distributions of interest and principal on the  
Class 1-A1, Class 1-A2, Class 1-AX, and Class R Certificates (the "Group 1      
Certificates") will be based on interest and principal received or advanced     
with respect to the Mortgage Loans in Pool 1 (the "Pool 1 Mortgage Loans"); and 
distributions of interest and principal on the Class 2-A1, Class 2-A2, Class    
2-A3, Class 2-AX and Class 2-AP Certificates (the "Group 2 Certificates") will  
be based on interest and principal received or advanced with respect to the     
Mortgage Loans in Pool 2 (the "Pool 2 Mortgage Loans"). The rights of the       
B1(1-2), B2(1-2) and B3(1-2) Components to receive distributions with respect   
to the Mortgage Loans will be based on interest and principal received or       
advanced with respect to Pool 1 and Pool 2 in the aggregate, and will be        
subordinate to the rights of the holders of the Group 1 Certificates and the    
Group 2 Certificates to the extent described herein.                            

The Group 3 Certificates. The Class 3-A1, Class 3-AX and Class 3-AP   
Certificates, together with the B1(3), B2(3) and B3(3) Components of the Class  
B1, Class B2 and Class B3 Certificates, respectively, are referred to herein as 
the "Group 3 Offered Certificates." These Classes and Components, together with 
the remaining Group 3 Components (as described below) are referred to herein as 
the "Group 3 Certificates." Distributions of interest and principal on the      
Group 3 Certificates will be based on interest and principal received or        
advanced solely with respect to the Mortgage Loans in Pool 3.                   

 The Group 1, Group 2 and Group 3 Certificates are sometimes referred to
separately as a "Certificate Group."                                            

    For purposes of distributions of interest and principal and the allocation
of Realized Losses (as defined herein), each class of the Subordinate           
Certificates will be composed of payment components (each, a "Component")       
having the designations and approximate initial Component Principal Amounts (as 
defined herein) set forth below:                                                

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                       Approximate Initial
                       Component
                        Principal Amount
                       ---------------------
B1(1-2) Component ...................       $5,641,000.00                   
B1(3) Component .....................        2,936,000.00                   
B2(1-2) Component ...................        2,924,000.00                   
B2(3) Component .....................          881,000.00                   
B3(1-2) Component ...................        1,587,000.00                   
B3(3) Component .....................          352,000.00                   
B4(1-2) Component ...................        1,044,000.00                   
B4(3) Component .....................          352,000.00                   
B5(1-2) Component ...................        1,127,000.00                   
B5(3) Component .....................          176,000.00                   
B6(1-2) Component ...................        1,053,130.95                   
B6(3) Component .....................          296,845.53                   

   The holder of a Class B1, Class B2, Class B3, Class B4, Class B5 or Class
B6 Certificate will not have a severable interest in any Component but will     
have an undivided interest in the entire Class. Any amounts distributed in      
respect of any Component, and any Realized Losses allocated thereto, will be    
distributed or allocated proportionately to all holders of Certificates of such 
Class. Each class of subordinate certificates consists of two payment           
components (the parenthetical designation of such payment component indicating  
the Pool or Pools to which it relates).                                         

Each Class of Offered Certificates will be issued in the respective   
approximate initial total principal amount (a "Class Principal Amount")         
specified in the table on page S-7 or total notional amount (a "Class Notional  
Amount") described under "-- Distributions of Interest." The approximate        
initial Class Principal Amount of each of the Class B4, Class B5 and Class B6   
Certificates is $1,396,000.00, $1,303,000.00 and $1,349,976.48, respectively,   
or, in aggregate, 22.04% of the total Class Principal Amount of all of the      
Subordinate Certificates. The initial total Certificate Principal Amount of all 
the Certificates and, if applicable, the initial Component Principal Amount of  
each related Component may be increased or decreased by up to five percent to   
the extent that the total Scheduled Principal Balance on the Cut-off Date (the  
"Cut-off Date Balance") of the Mortgage Loans is increased or decreased as      
described under "Description of the Mortgage Pools" herein.                     

Distributions on the Certificates will be made on the 25th day of each
month or, if the 25th day is not a Business Day, on the next succeeding         
Business Day, beginning in November 2000 (each a "Distribution Date"), to       
Certificateholders of record on the applicable Record Date. The "Record Date"   
for each Distribution Date for all the Certificates will be the last Business   
Day of the month immediately preceding the month in which the Distribution Date 
occurs. A "Business Day" is generally any day other than a Saturday or Sunday   
or a day on which banks in New York or Colorado are closed.                     

  Distributions on the Certificates will be made to each registered holder
entitled thereto, either (1) by check mailed to the address of the              
Certificateholder as it appears on the books of the Trustee (as defined         
herein), or (2) at the request, submitted to the Trustee in writing at least    
five Business Days prior to the related Record Date, of (x) any holder of the   
entire interest in any Principal-Only or Interest-Only Certificates or (y) any  
other Certificate having an initial Certificate Principal Amount of not less    
than $2,500,000, by wire transfer (at the expense of the holder) in immediately 
available funds; provided, that the final distribution in respect of any        
Certificate will be made only upon presentation and surrender of the            
Certificate at the Corporate Trust Office (as defined herein) of the Trustee.   
See "-- The Trustee" herein.                                                    

    The Offered Certificates other than the Class R Certificate (collectively,
the "Book-Entry Certificates") will be issued, maintained and transferred on    
the book-entry records of The Depository Trust Company ("DTC") and its          
Participants (as defined herein). The Class 1-A1, Class 2-A1, Class 2-AP and    
Class 3-A1 Certificates will be issued in minimum denominations of $25,000 and  
integral multiples of $1 in excess thereof. The Class B1, Class B2 and Class B3 
Certificates will be issued in minimum denominations of $100,000 and integral   
multiples of $1 in excess thereof. The Class 1-AX, Class 2-A3 and Class 3-AX    
Certificates will be issued in minimum denominations of $5,000,000 in Notional  
Amount (as defined herein) and integral multiples of $1 in excess thereof. The  
Class 2-AX and Class 3-AP Certificates will each be issued as a single          
certificate representing the entire Percentage Interest in that Class. The      
Class R Certificate (the "Residual Certificate") will be issued as a single     
certificate and maintained in definitive, fully registered form, representing   
the entire Percentage Interest in that Class.                                   

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o The "Percentage Interest" of a Certificate will be the fraction,        
 expressed as a percentage, the numerator of which is that Certificate's
Certificate Principal Amount or Notional Amount and the denominator of
  which is the applicable Class Principal Amount or Class Notional Amount.

  Each Class of Book-Entry Certificates will be represented by one or more
certificates registered in the name of the nominee of DTC. Structured Asset     
Securities Corporation (the "Depositor") has been informed by DTC that DTC's    
nominee will be Cede & Co. No person acquiring an interest in a Book-Entry      
Certificate (each, a "Beneficial Owner") will be entitled to receive a          
certificate representing such person's interest (a "Definitive Certificate"),   
except as set forth below under "-- Book-Entry Registration -- Definitive       
Certificates." Unless and until Definitive Certificates are issued for the      
Book-Entry Certificates under the limited circumstances described herein, all   
references to actions by Certificateholders with respect to the Book-Entry      
Certificates will refer to actions taken by DTC upon instructions from its      
Participants, and all references herein to distributions, notices, reports and  
statements to Certificateholders with respect to the Book-Entry Certificates    
will refer to distributions, notices, reports and statements to DTC or Cede &   
Co., as the registered holder of the Book-Entry Certificates, for distribution  
to Beneficial Owners by DTC in accordance with DTC procedures.                  

Book-Entry Registration                                                         

General. Beneficial Owners that are not brokerage firms, banks, thrift
institutions or other financial intermediaries (each, a "Financial              
Intermediary") or participating firms that act as agent for a Financial         
Intermediary (each, a "Participant") but desire to purchase, sell or otherwise  
transfer ownership of, or other interests in, the related Book-Entry            
Certificates may do so only through Participants and Financial Intermediaries.  
In addition, Beneficial Owners will receive all distributions of principal and  
interest on the related Book-Entry Certificates through DTC and its             
Participants. Accordingly, Beneficial Owners may experience delays in their     
receipt of payments. Unless and until Definitive Certificates are issued for    
the related Book-Entry Certificates, it is anticipated that the only registered 
Certificateholder of such Book-Entry Certificates will be Cede, as nominee of   
DTC. Beneficial Owners will not be recognized by the Depositor or the Trustee   
as Certificateholders, as such term is used in the Trust Agreement, and         
Beneficial Owners will be permitted to receive information furnished to         
Certificateholders and to exercise the rights of Certificateholders only        
indirectly through DTC, its Participants and Financial Intermediaries.          

    Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of   
Book-Entry Certificates among Participants and to receive and transmit          
distributions of principal and interest on such Book-Entry Certificates.        
Participants and Financial Intermediaries with which Beneficial Owners have     
accounts with respect to such Book-Entry Certificates similarly are required to 
make book-entry transfers and receive and transmit such distributions on behalf 
of their respective Beneficial Owners. Accordingly, although Beneficial Owners  
will not possess physical certificates evidencing their interests in the        
Book-Entry Certificates, the Rules provide a mechanism by which Beneficial      
Owners, through their Participants and Financial Intermediaries, will receive   
distributions and will be able to transfer their interests in the Book-Entry    
Certificates.                                                                   

    Neither the Depositor, the Trustee nor the Master Servicer or any of their
respective affiliates will have any liability for any actions taken by DTC or   
its nominee including, without limitation, actions with respect to any aspect   
of the records relating to or payments made on account of beneficial ownership  
interests in the Book-Entry Certificates held by Cede, as nominee for DTC, or   
with respect to maintaining, supervising or reviewing any records relating to   
such beneficial ownership interests.                                            

Definitive Certificates. Definitive Certificates will be issued to    
Beneficial Owners or their nominees, respectively, rather than to DTC or its    
nominee, only under the limited conditions set forth in the Prospectus under    
"Description of the Securities -- Book-Entry Registration." Upon the occurrence 
of an event described in the penultimate paragraph thereunder, the Trustee is   
required to direct DTC to notify Participants who have ownership of Book-Entry  
Certificates as indicated on the records of DTC of the availability of          
Definitive Certificates for their Book-Entry Certificates. Upon surrender by    
DTC of the Definitive Certificates representing the Book-Entry Certificates and 
upon receipt of instructions from DTC for re-registration, the Trustee will     
re-issue the Book-Entry Certificates as Definitive Certificates in the          
respective principal amounts owned by individual Beneficial Owners, and         
thereafter the Trustee will recognize the holders of such Definitive            
Certificates as Certificateholders under the Trust Agreement.                   

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   For additional information regarding DTC and the Book-Entry Certificates,
see "Description of the Securities -- Book-Entry Registration" in the           
Prospectus.                                                                     

Priority of Distributions                                                       

Distributions in respect of the Certificates of each Certificate Group
will be made on each Distribution Date from the related Available Distribution  
Amount (as defined herein), except (in the case of Pool 1 and Pool 2) to the    
extent of cross-collateralization payments described herein. Distributions in   
respect of the Components will be made as described below. See "-- Available    
Distribution Amount" for a description of the available funds for each Mortgage 
Pool.                                                                           

On each Distribution Date, the Available Distribution Amount for each 
Mortgage Pool will be allocated among the Classes of Senior Certificates        
relating to that Mortgage Pool, to the payment of the Trustee, and among the    
Classes of the Subordinate Certificates as follows:                             

 (1) from the Available Distribution Amount for each Mortgage Pool, to
payment of the Trustee, the Trustee Fee (as defined herein) allocable to
that Mortgage Pool for that Distribution Date;                          

 (2) from the Available Distribution Amount for each Mortgage Pool, to
payment of Accrued Certificate Interest on each Class of Senior         
Certificates of the related Certificate Group, other than any related   
 Principal-Only Certificates (reduced, in each case, by any Net Prepayment
 Interest Shortfalls for the related Mortgage Pool allocated to that Class
  of Certificates on that Distribution Date, as described herein); provided,
however, that any shortfall in available amounts for Pool 1, Pool 2 and 
Pool 3 will be allocated among the Classes of the related Certificate   
Group in proportion to the amount of such interest (as so reduced) that 
would otherwise be distributable thereon;                               

 (3) from the Available Distribution Amount for each Mortgage Pool, to
  payment of any outstanding Interest Shortfalls (as defined herein) on each
 Class of Senior Certificates of the related Certificate Group, other than
the related Principal-Only Certificates; provided, however, that any    
shortfall in available amounts for Pool 1, Pool 2 and Pool 3 will be    
  allocated among the Classes of the related Certificate Group in proportion
to the amount of such interest (as so reduced) that would otherwise be  
distributable thereon;                                                  

    (4) to the Senior Certificates of each Certificate Group, other than the
  related Interest-Only Certificates, to the extent of the remaining related
Available Distribution Amount, as follows:                              

(A) to the Class 1-A1, Class 1-A2 and Class R Certificates, in
reduction of their Class Principal Amounts, from the Available    
 Distribution Amount for Pool 1, in the following order of priority:

       (i) to the Class R Certificate, the Senior Principal Distribution
      Amount for Pool 1, until its Class Principal Amount has been reduced
to zero; and                                                  

          (ii) to the Class 1-A1 and Class 1-A2 Certificates, in proportion to
their respective Class Principal Amounts, the remaining Senior
        Principal Distribution Amount for Pool 1, until their respective Class
Principal Amounts have been reduced to zero; and              

   (B) to the Class 2-A1, Class 2-A2 and Class 2-AP Certificates, in
reduction of their Class Principal Amounts, from the Available    
Distribution Amount for Pool 2, concurrently, as follows:         

         (i) to the Class 2-A1 and Class 2-A2 Certificates, in proportion to
their respective Class Principal Amounts, the Senior Principal
     Distribution Amount for Pool 2, until their Class Principal Amounts
have been reduced to zero; and                                

        (ii) to the Class 2-AP Certificates, the AP Principal Distribution
        Amount for Pool 2, until their Class Principal Amount has been reduced
to zero;                                                      

    (C) to the Class 3-A1 and Class 3-AP Certificates, in reduction of
   their Class Principal Amounts, from the Available Distribution Amount
for Pool 3, concurrently, as follows:                             

(i) to the Class 3-A1 Certificates, the Senior Principal  
        Distribution Amount for Pool 3, until their Class Principal Amount has
been reduced to zero; and                                     

        (ii) to the Class 3-AP Certificates, the AP Principal Distribution
        Amount for Pool 3, until their Class Principal Amount has been reduced
to zero;                                                      

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   (5) to the Class 2-AP and Class 3-AP Certificates, to the extent of the
  remaining Available Distribution Amount for the related Mortgage Pool, the
  Class AP Deferred Amount for that Class, until the related Class Principal
  Amount has been reduced to zero; provided, however, that (x) distributions
 pursuant to this priority will not exceed the total Subordinate Principal
Distribution Amount for the related Mortgage Pool for that date; and (y)
  such amounts will not reduce the Class Principal Amounts of those Classes;
and                                                                     

 (6) to the extent of the remaining Available Distribution Amounts for
each Mortgage Pool, to the related Components, concurrently, as follows:

       (A) to the extent of the remaining Available Distribution Amounts for
        Pool 1 and Pool 2, but subject to the prior payment of amounts
            described under "--Cross-Collateralization Between Pool 1 and Pool
          2" below, to the B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and
         B6(1-2) Components, in that order, of the following amounts, in
           the following order of priority: (x) Accrued Certificate Interest
           thereon (as reduced by any Net Prepayment Interest Shortfalls for
        the related Mortgage Pools allocated to that Component on that
     Distribution Date), (y) any outstanding Interest Shortfalls
         previously allocated to that Component, and (z) the Component's
       Subordinate Component Percentage of the Subordinate Principal
         Distribution Amount for Pool 1 and Pool 2 for that Distribution
       Date, except as provided below, in reduction of the Component
Principal Amounts thereof;                            

      (B) to the extent of the remaining Available Distribution Amount for
    Pool 3, to the B1(3), B2(3), B3(3), B4(3), B5(3) and B6(3)
     Components, in that order, of the following amounts, in the
       following order of priority: (x) Accrued Certificate Interest
           thereon (as reduced by any Net Prepayment Interest Shortfalls for
       the related Mortgage Pool allocated to that Component on that
     Distribution Date), (y) any outstanding Interest Shortfalls
         previously allocated to that Component, and (z) the Component's
       Subordinate Component Percentage of the Subordinate Principal
           Distribution Amount for Pool 3 for that Distribution Date, except
            as provided below, in reduction of the Component Principal Amounts
thereof.                                              

   With respect to any of the B1(1-2), B2(1-2), B3(1-2), B4(1-2) and B5(1-2)
Components, if on any Distribution Date the Credit Support Percentage for that  
Component is less than its Original Credit Support Percentage, then no          
distributions in respect of clauses (2) and (3) of the definition of            
Subordinate Principal Distribution Amount for Pool 1 and Pool 2 will be made to 
any Component of lower priority having the same parenthetical designation       
(these Components, "Restricted Components"), and the amount otherwise           
distributable to these Restricted Components in respect of such payments will   
be allocated among the remaining Components having the same parenthetical       
designation, proportionately, based upon their respective Component Principal   
Amounts. With respect to any of the B1(3), B2(3), B3(3), B4(3) and B5(3)        
Components, if on any Distribution Date the Credit Support Percentage for such  
Component is less than the Original Credit Support Percentage for such          
Component, then no distributions in respect of clauses (2) and (3) of the       
definition of Subordinate Principal Distribution Amount for Pool 3 will be made 
to any Component of lower priority having the same parenthetical designation    
(these Components, "Restricted Components"), and the amount otherwise           
distributable to the Restricted Components in respect of such payments will be  
allocated among the remaining Components having the same parenthetical          
designation, proportionately, based upon their respective Component Principal   
Amounts. The "Credit Support Percentage" for a Component for any Distribution   
Date is equal to the sum of the Class Percentages (as defined below) of each    
Component having the same parenthetical designation of lower priority (without  
giving effect to distributions on such date). The "Original Credit Support      
Percentage" for a Component is the Credit Support Percentage for that Component 
on the Closing Date. The "Class Percentage" for each Component for each         
Distribution Date will be equal to the percentage obtained by dividing the      
Component Principal Amount of that Component immediately prior to that          
Distribution Date by the sum of the Class Principal Amounts of all Classes of   
the related Senior Certificates and the Component Principal Amounts of all      
Components having the same parenthetical designation immediately prior to that  
date.                                                                           

   On and after the Distribution Date on which, (i) in the case of the Group
1 and Group 2 Certificates, the aggregate Component Principal Amount of the     
B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and B6(1-2) Components has been     
reduced to zero (the "Credit Support Depletion Date" for Group 1 and Group 2)   
and, (ii) in the case of the Senior Certificates in Certificate Group 3, the    
aggregate Component Principal Amount of                                         

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the B1(3), B2(3), B3(3), B4(3), B5(3) and B6(3) Components has been reduced to  
zero (the "Credit Support Depletion Date" for Group 3), the Available           
Distribution Amount with respect to the related Mortgage Pool or Mortgage Pools 
remaining after distribution of interest to the related Senior Certificates on  
such date will be distributed among the related Senior Certificates remaining   
outstanding, in proportion to their respective Certificate Principal Amounts,   
until the Certificate Principal Amounts thereof have been reduced to zero,      
regardless of the priorities and allocations set forth above.                   

Distributions of Interest                                                       

   The amount of interest distributable on each Distribution Date in respect
of each Class of Certificates (other than the Principal-Only Certificates) will 
equal the Accrued Certificate Interest (as defined below) for that Class on     
that Distribution Date or, in the case of any Subordinate Certificate, the sum  
of the Accrued Certificate Interest for each Component thereof, as reduced by   
any Net Prepayment Interest Shortfalls allocable to that Class or Component for 
that date, as described below. "Accrued Certificate Interest" for each Class of 
Senior Certificates (other than the Principal-Only Certificates) and each       
Component on any Distribution Date will equal the amount of interest accrued    
during the related Accrual Period (as defined below) on the related Class       
Principal Amount or Component Principal Amount immediately prior to that        
Distribution Date or the related Class Notional Amount for that Distribution    
Date at the applicable Interest Rate, as reduced by such Class's or Component's 
share of (1) the interest portion of any related Excess Losses (as defined      
herein) for such Distribution Date, allocable as described below, and (2), with 
respect to any related Mortgage Loan as to which there has been a reduction in  
the amount of interest collectible as a result of application of the Soldiers'  
and Sailors' Civil Relief Act of 1940, as amended (the "Relief Act," and any    
such reduction, a "Relief Act Reduction"), the amount of any such reduction,    
allocated as described below. See "Legal Aspects of Loans -- Soldiers' and      
Sailors' Civil Relief Act of 1940" in the Prospectus. "Accrued Certificate      
Interest" for each Class of Subordinate Certificates will equal the sum of the  
Accrued Certificate Interest during the related Accrual Period on the           
Components of such Class. Interest will accrue on the Certificates on the basis 
of a 360-day year consisting of twelve 30-day months. Interest distributable on 
the Senior Certificates will be distributed from the related Available          
Distribution Amount on each Distribution Date. Accrued Certificate Interest not 
distributed on the Distribution Date related to the Accrual Period in which it  
accrued, other than any Net Prepayment Interest Shortfalls, will be an          
"Interest Shortfall." Interest will not accrue on Interest Shortfalls.          

   The interest portion of any Excess Loss and any Relief Act Reduction with
respect to a Mortgage Loan in Pool 1 will be allocated among the Group 1        
Certificates and the B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and B6(1-2)    
Components proportionately based on (1) in the case of the Senior Certificates, 
the Accrued Certificate Interest otherwise distributable thereon, and (2) in    
the case of the Components, interest accrued on the Apportioned Principal       
Balances of such Components, without regard to any reduction pursuant to this   
paragraph, for that Distribution Date.                                          

   The interest portion of any Excess Loss and any Relief Act Reduction with
respect to a Mortgage Loan in Pool 2 will be allocated among the Non-AP Senior  
Certificates in Group 2 and the B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and 
B6(1-2) Components proportionately based on (1) in the case of the Senior       
Certificates, the Accrued Certificate Interest otherwise distributable thereon, 
and (2) in the case of the Components, interest accrued on the Apportioned      
Principal Balances of such Components, without regard to any reduction pursuant 
to this paragraph, for that Distribution Date.                                  

   The interest portion of any Excess Loss and any Relief Act Reduction with
respect to a Mortgage Loan in Pool 3 will be allocated among the Non-AP Senior  
Certificates in Group 3 and the B1(3), B2(3), B3(3), B4(3), B5(3) and B6(3)     
Components proportionately based on (1) in the case of the Senior Certificates, 
the Accrued Certificate Interest otherwise distributable thereon, and (2) in    
the case of the Components of the Subordinate Certificates, the Accrued         
Certificate Interest otherwise distributable thereon, without regard to any     
reduction pursuant to this paragraph, for that Distribution Date.               

o The "Interest Rate" for each Accrual Period for the Class 1-A1, Class   
2-AP, Class 3-A1, Class 3-AP and Class R Certificates will be the     
applicable annual rate specified as described in the table on page S-7
    hereof. For each other Class of Offered Certificates, the related Interest
Rates are described below.                                            

    The Interest Rate for the Class 1-A2 Certificates will be identical to the
Interest Rate for the Class 1-A1 and Class R Certificates.                      

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  The Interest Rate for each Accrual Period related to a Distribution Date
on or prior to the Class 1-A1 Call Date for the Class 1-AX Certificates will be 
an annual rate equal to (1) the Adjusted Net WAC for Pool 1 minus (2) 7.25%,    
subject to a minimum rate of 0.00%. Thereafter, the Class 1-AX Certificates     
will not accrue interest and will not be entitled to any distributions.         

  The Interest Rate for the Class 2-A1 and Class 2-A2 Certificates will be
determined by reference to LIBOR:                                               

o interest will accrue on the Class 2-A1 and Class 2-A2 Certificates with 
    respect to each Accrual Period at an annual rate equal to the least of (1)
    LIBOR plus 0.60%, (2) 9.00% and (3) the Adjusted Net WAC for Pool 2. After
  the Class 2-A1 Call Date, the Interest Rate for the Class 2-A1 and Class
2-A2 Certificates will equal the Adjusted Net WAC for Pool 2.         

   The Interest Rate for the Class 2-A3 Certificates for each Accrual Period
related to a Distribution Date on or prior to the Class 2-A1 Call Date will be  
an annual rate equal to (a) the lesser of (1) 9.00% and (2) the Adjusted Net    
WAC for Pool 2 minus (b) the Interest Rate for the Class 2-A1 Certificates for  
that Accrual Period. Thereafter, the Class 2-A3 Certificates will not accrue    
interest and will not be entitled to any distributions.                         

  The Interest Rate for each Accrual Period related to a Distribution Date
on or prior to the Class 2-A1 Call Date for the Class 2-AX Certificates will be 
an annual rate equal to (1) the Adjusted Net WAC for Pool 2 minus (2) 9.00%,    
subject to a minimum rate of 0.00%. Thereafter, the Class 2-AX Certificates     
will not accrue interest and will not be entitled to any distributions.         

  The Interest Rate for each Accrual Period related to a Distribution Date
on or prior to the Distribution Date in February 2007 (the "Class 3-A1 Reset    
Date") for the Class 3-AX Certificates will be an annual rate equal to the      
lesser of (a) (1) the Adjusted Net WAC for Pool 3 minus (2) 7.00% and (b) zero. 
Thereafter, the Class 3-AX Certificates will not accrue interest and will not   
be entitled to any distributions.                                               

    The Interest Rate for the Class B1, Class B2, Class B3, Class B4, Class B5
and Class B6 Certificates for each Accrual Period will be an annual rate equal  
to the weighted average of the Component Interest Rates for the related         
Components, weighted on the basis of their Component Principal Amounts.         

   The "Component Interest Rate" for the B1(1-2), B2(1-2), B3(1-2), B4(1-2),
B5(1-2) and B6(1-2) Components for each Accrual Period will be an annual rate   
equal to the weighted average of the Adjusted Net WAC for each of Pool 1 and    
Pool 2, weighted on the basis of the Group Subordinate Amount for each such     
Mortgage Pool (the "Average Rate"). The Component Interest Rate for each of the 
B1(3), B2(3), B3(3), B4(3), B5(3) and B6(3) Components will be equal to the     
Adjusted Net WAC for Pool 3.                                                    

  The "Adjusted Net WAC" for each Mortgage Pool for each Distribution Date
will be (1) in the case of Pool 1, the weighted average of the Net Mortgage     
Rates of the Mortgage Loans in Pool 1 and (2) in the case of Pool 2 and Pool 3, 
the weighted average of (A) the weighted average of the Net Mortgage Rates of   
the Non-Discount Mortgage Loans, in Pool 2 and Pool 3 at the start of the       
related Due Period (as defined herein), weighted on the basis of their          
Scheduled Principal Balances, and, (B) the weighted average of the Adjusted Net 
Mortgage Rates of the Discount Mortgage Loans at the start of the related Due   
Period, weighted on the basis of their Adjusted Principal Balances.             

o The "Adjusted Principal Balance" for each Discount Mortgage Loan for any
 date will be the product of (1) the Scheduled Principal Balance of that
Mortgage Loan and (2) the applicable Non-AP Percentage.               

o The "Adjusted Net Mortgage Rate" for each Discount Mortgage Loan for any
  date will be the percentage equivalent of the fraction, the numerator of
which is the product of the applicable Net Mortgage Rate and Scheduled
   Principal Balance and the denominator of which is the applicable Adjusted
Principal Balance.                                                    

o The "Net Mortgage Rate" of any Mortgage Loan is its mortgage interest   
   rate less the sum of the Trustee Fee Rate, the Master Servicing Fee Rate,
 the Servicing Fee Rate (each as defined herein) and, if applicable, the
PMI Premium Rate.                                                     

o The "Certificate Principal Amount" of any Senior Certificate other than 
 an Interest-Only Certificate as of any Distribution Date will equal its
Certificate Principal Amount as of the Closing Date as reduced by all 
    amounts previously distributed on that Certificate in respect of principal
and the principal portion of                                          

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any Realized Losses (as defined herein) previously allocated to that    
Certificate. The "Certificate Principal Amount" of any Subordinate      
Certificate as of any Distribution Date will equal the sum of the       
Component Principal Amounts of the related Components.                  

o The "Component Principal Amount" of any Component as of any Distribution
  Date will equal its Component Principal Amount as of the Closing Date as
    reduced by all amounts previously distributed on that Component in respect
of principal, the principal portion of any Realized Losses (as defined
    herein) previously allocated to that Component and any Component Writedown
Amount (as defined herein) previously allocated to that Component.    

o The "Notional Amount"of each Interest-Only Certificate as of any        
    Distribution Date will equal that Certificate's Percentage Interest of the
Class Notional Amount of the related Class for that date. The Class   
 Notional Amounts for the Interest-Only Certificates will be as follows:

o The Class Notional Amount of the Class 1-AX Certificates for any      
   Distribution Date will be the sum of the Class Principal Amounts of the
   Class 1-A1, Class 1-A2 and Class R Certificates immediately before that
Distribution Date.                                                  

  o The Class Notional Amount of each Class of the Class 2-A3 and Class 2-AX
Certificates for any Distribution Date will be the sum of the Class 
Principal Amounts of the Class 2-A1 and Class 2-A2 Certificates     
immediately before that Distribution Date.                          

o The Class Notional Amount of the Class 3-AX Certificates for any      
Distribution Date will be equal to the Class Principal Amount of the
Class 3-A1 Certificates immediately before that Distribution Date.  

o The "Accrual Period" for each Class of Certificates other than the Class
 2-A1 and Class 2-A3 Certificates will be the calendar month immediately
preceding the month in which the related Distribution Date occurs. The
   Accrual Period for the Class 2-A1 and Class 2-A3 Certificates will be the
period beginning on the Distribution Date in the calendar month       
immediately preceding the month in which the related Distribution Date
occurs (or, in the case of the first Distribution Date, beginning on  
   October 25, 2000) and ending on the day immediately preceding the related
Distribution Date.                                                    

When a principal prepayment in full is made on a Mortgage Loan, the   
borrower is charged interest only to the date of such prepayment, instead of    
for a full month, with a resulting reduction in interest payable for the month  
during which the prepayment is made. Full or partial prepayments (or proceeds   
of other liquidations) received in the applicable Prepayment Period (as defined 
herein) will be distributed to Certificateholders on the Distribution Date      
following the applicable Prepayment Period. To the extent that, as a result of  
a full or partial prepayment, a borrower is not required to pay a full month's  
interest on the amount prepaid, a shortfall in the amount available to make     
distributions of one month's interest on the related Certificates or, in the    
case of a prepayment in full on a Mortgage Loan, made in the same month such    
prepayment is distributed to Certificateholders, an excess of interest at the   
Net Mortgage Rate, to the extent received, over one month's interest (such      
excess, "Prepayment Interest Excess")) could result. The amount by which one    
month's interest at the Net Mortgage Rate on a Mortgage Loan as to which a      
voluntary prepayment has been made exceeds the amount of interest actually      
received in connection with such prepayment is a "Prepayment Interest           
Shortfall." With respect to prepayments in full or in part, the Servicer (as    
defined herein) is obligated to reduce the total of its Servicing Fees (as      
defined herein) for the related Distribution Date to fund any resulting         
Prepayment Interest Shortfalls, to the extent not offset by any Prepayment      
Interest Excess for that month. The Master Servicer is obligated to reduce its  
Total Master Servicing Compensation (as defined herein) for the related         
Distribution Date to the extent necessary to fund any Prepayment Interest       
Shortfalls required to be paid but not paid by the Servicer. See "Servicing of  
the Mortgage Loans -- Prepayment Interest Shortfalls" herein. Any Prepayment    
Interest Shortfalls not funded by the Servicer or the Master Servicer ("Net     
Prepayment Interest Shortfalls") will be allocated among the Classes of         
Certificates or Components as described under "-- Priority of Distributions"    
above.                                                                          

The Class 2-AP and Class 3-AP Certificates are Principal-Only         
Certificates; no interest will accrue or be distributable on these Classes.     

Determination of LIBOR. On the second London Banking Day (as defined  
below) immediately preceding the first day of each Accrual Period other than    
the first Accrual Period (each, a "LIBOR                                        

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Determination Date"), the Trustee will determine the arithmetic mean of the     
LIBOR quotations for one-month Eurodollar deposits ("LIBOR") for the succeeding 
Accrual Period on the basis of the offered LIBOR quotations provided to the     
Trustee as of 11:00 a.m. (London time) on such LIBOR Determination Date. As     
used herein with respect to a LIBOR Determination Date, "London Banking Day"    
means any day on which commercial banks and foreign exchange markets settle     
payments in London and New York City; "Reference Banks" means four leading      
banks engaged in transactions in Eurodollar deposits in the international       
Eurocurrency market (1) with an established place of business in London, (2)    
whose quotations appear on the Bloomberg Screen LIUS01M Index Page on the LIBOR 
Determination Date in question and (3) which have been designated as such by    
the Depositor and are able and willing to provide such quotations to the        
Trustee on each LIBOR Determination Date; and "Bloomberg Screen LIUS01M Index   
Page" means the display designated as page "LIUS01M" on the Bloomberg Financial 
Markets Commodities News (or such other pages as may replace such page on that  
service for the purpose of displaying LIBOR quotations of major banks). If any  
Reference Bank is removed from the Bloomberg Screen LIUS01M Index Page or in    
any other way fails to meet the qualifications of a Reference Bank, the         
Depositor may, in its sole discretion, designate an alternative Reference Bank. 

 On each LIBOR Determination Date, LIBOR for the next succeeding Accrual
Period will be established by the Trustee as follows:                           

     (1) If on any LIBOR Determination Date two or more of the Reference Banks
provide offered LIBOR quotations on the Bloomberg Screen LIUS01M Index  
 Page, LIBOR for the next applicable Accrual Period will be the arithmetic
mean of those offered quotations (rounding such arithmetic mean if      
necessary to the nearest five decimal places).                          

    (2) If on any LIBOR Determination Date only one or none of the Reference
Banks provide offered quotations, LIBOR for the next applicable Accrual 
  Period will be the higher of (x) LIBOR as determined on the previous LIBOR
Determination Date and (y) the Reserve Interest Rate. The "Reserve      
Interest Rate" will be the annual rate that the Trustee determines to be
  either (a) the arithmetic mean (rounding such arithmetic mean if necessary
to the nearest five decimal places) of the one-month Eurodollar lending 
rate that New York City banks selected by the Depositor are quoting, on 
 the relevant LIBOR Determination Date, to the principal London offices of
at least two leading banks in the London interbank market or (b) in the 
event that the Trustee can determine no such arithmetic mean, the lowest
  one-month Eurodollar lending rate that the New York City banks selected by
the Depositor are quoting on such LIBOR Determination Date to leading   
European banks.                                                         

 (3) If on any LIBOR Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in 
 paragraph (2) above, LIBOR for the next applicable Accrual Period will be
LIBOR as determined on the previous LIBOR Determination Date.           

Notwithstanding the foregoing, LIBOR for the next succeeding Accrual  
Period shall not be based on LIBOR for the previous Accrual Period for two      
consecutive LIBOR Determination Dates. If, under the priorities described       
above, LIBOR for the next succeeding Accrual Period would be based on LIBOR for 
the previous LIBOR Determination Date for the second consecutive LIBOR          
Determination Date, the Trustee shall select an alternative index (over which   
the Trustee has no control) used for determining Eurodollar lending rates that  
is calculated and published (or otherwise made available) by an independent     
third party.                                                                    

The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the rate of interest applicable to the LIBOR Certificates for    
the relevant Accrual Period, in the absence of manifest error, will be final    
and binding.                                                                    

LIBOR for the first Accrual Period will be 6.62%.                     

Distributions of Principal                                                      

Distributions of principal on the Certificates (other than the        
Interest-Only Certificates) and the Components of each Certificate Group will   
be made on each Distribution Date to the extent of amounts available to make    
those payments in accordance with the priorities set forth under "-- Priority   
of Distributions" above.                                                        

o The "Senior Principal Distribution Amount" for each Certificate Group on
each Distribution Date is equal to the sum of:                        

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(1) the product of (a) the related Senior Percentage and (b) the    
  principal portion (multiplied, in the case of a Mortgage Loan in Pool 2 or
Pool 3, by the related Non-AP Percentage) of each Scheduled Payment     
(without giving effect to any Debt Service Reduction occurring prior to 
  the Bankruptcy Coverage Termination Date (each as defined herein)) on each
Mortgage Loan in the related Mortgage Pool due during the related Due   
Period;                                                                 

   (2) the product of (a) the related Senior Prepayment Percentage and (b)
 each of the following amounts (multiplied, in the case of a Mortgage Loan
 in Pool 2 or Pool 3, by the related Non-AP Percentage): (i) the principal
portion of each full and partial principal prepayment made by a borrower
on a Mortgage Loan in the related Mortgage Pool during the related      
Prepayment Period, (ii) each other unscheduled collection, including    
Insurance Proceeds and net Liquidation Proceeds (other than with respect
to any Mortgage Loan in the related Mortgage Pool that was finally      
liquidated during the related Prepayment Period), representing or       
allocable to recoveries of principal of related Mortgage Loans received 
during the related Prepayment Period and (iii) the principal portion of 
  all proceeds of the purchase (or, in the case of a permitted substitution,
amounts representing a principal adjustment) of any Mortgage Loan in the
  related Mortgage Pool actually received by the Trustee with respect to the
related Prepayment Period;                                              

    (3) with respect to unscheduled recoveries allocable to principal of any
Mortgage Loan in the related Mortgage Pool that was finally liquidated  
during the related Prepayment Period, the lesser of (a) the related net 
 Liquidation Proceeds allocable to principal (multiplied, in the case of a
Mortgage Loan in Pool 2 or Pool 3, by the related Non-AP Percentage) and
 (b) the product of the related Senior Prepayment Percentage for that date
 and the remaining Scheduled Principal Balance (multiplied, in the case of
 a Mortgage Loan in Pool 2 or Pool 3, by the related Non-AP Percentage) of
such related Mortgage Loan at the time of liquidation; and              

 (4) any amounts described in clauses (1) through (3) for any previous
Distribution Date that remain unpaid.                                   

o The "Non-AP Percentage" with respect to any Mortgage Loan in Pool 2 or  
   Pool 3 with an Initial Net Mortgage Rate less than the related Designated
Rate (each such Mortgage Loan, a "Discount Mortgage Loan") will be the
percentage equivalent of the fraction, the numerator of which is the  
  applicable Initial Net Mortgage Rate and the denominator of which is the
related Designated Rate. The Non-AP Percentage with respect to any    
   Mortgage Loan in Pool 2 or Pool 3 with an Initial Net Mortgage Rate equal
    to or greater than the related Designated Rate (each such Mortgage Loan, a
"Non-Discount Mortgage Loan") will be 100%.                           

o The "AP Percentage" with respect to any Discount Mortgage Loan in Pool 2
    or Pool 3 will be the percentage equivalent of the fraction, the numerator
  of which is the related Designated Rate minus the applicable Initial Net
Mortgage Rate, and the denominator of which is the related Designated 
   Rate. The AP Percentage with respect to any Non-Discount Mortgage Loan in
Pool 2 or Pool 3 will be zero.                                        

o "Initial Net Mortgage Rate" of any Mortgage Loan is equal to the Net    
Mortgage Rate as of the Cut-off Date.                                 

o The "Designated Rates" are: for Pool 2, 9.00% and for Pool 3, 7.00%.    

o The "Scheduled Principal Balance" of any Mortgage Loan as of any date of
  determination is generally equal to its outstanding principal balance as
   of October 1, 2000 (the "Cut-off Date"), after giving effect to Scheduled
   Payments due on or before that date, reduced by (1) the principal portion
   of all Scheduled Payments due on or before the due date in the Due Period
    immediately preceding such date of determination, whether or not received,
  and (2) all amounts allocable to unscheduled principal payments received
  on or before the last day of the Prepayment Period immediately preceding
such date of determination.                                           

o The "Senior Percentage" for each Mortgage Pool for any Distribution Date
   is the percentage equivalent of a fraction, the numerator of which is the
    sum of the Class Principal Amounts of the Class 1-A1, Class 1-A2 and Class
R Certificates, in the case of Pool 1, the sum of the Class Principal 
    Amounts of the Class 2-A1 and Class 2-A2 Certificates, in the case of Pool
2, and the Class Principal Amount of the                              

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   Class 3-A1 Certificates, in the case of Pool 3, immediately prior to that
   date and the denominator of which is the related Non-AP Pool Balance (or,
 in the case of Pool 1, the aggregate Scheduled Principal Balance of the
Mortgage Loans in Pool 1 (the "Pool Balance") for the immediately     
preceding Distribution Date.                                          

o The "Non-AP Pool Balance" for each Pool 2 or Pool 3 for any Distribution
Date is the sum of the related Non-AP Percentage of the Scheduled     
    Principal Balance of each Mortgage Loan included in such Mortgage Pool for
that Distribution Date.                                               

o The "Senior Prepayment Percentage" for each Mortgage Pool for any       
  Distribution Date occurring during the five years beginning on the first
Distribution Date will equal 100%. Thereafter, the Senior Prepayment  
Percentage for each Mortgage Pool will, except as described below, be 
    subject to gradual reduction as described in the following paragraph. This
   disproportionate allocation of certain unscheduled payments in respect of
principal will have the effect of accelerating the amortization of the
   Senior Certificates (other than the related Class AP Certificates) in the
related Mortgage Pool, while, in the absence of Realized Losses,      
increasing the relative percentage interest in the Mortgage Loans     
    evidenced by the related Components. Increasing the proportionate interest
  of the related Components relative to that of the Senior Certificates is
intended to preserve the limited protection provided to the Senior    
Certificates by the subordination of the related Components.          

o The Senior Prepayment Percentage for each Mortgage Pool for any         
    Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date will be as follows: for any Distribution Date in the
first year thereafter, the related Senior Percentage plus 70% of the  
related Subordinate Percentage for that Distribution Date; for any    
Distribution Date in the second year thereafter, the related Senior   
Percentage plus 60% of the related Subordinate Percentage for that    
    Distribution Date; for any Distribution Date in the third year thereafter,
the related Senior Percentage plus 40% of the related Subordinate     
 Percentage for that Distribution Date; for any Distribution Date in the
fourth year thereafter, the related Senior Percentage plus 20% of the 
related Subordinate Percentage for that Distribution Date; and for any
subsequent Distribution Date, the related Senior Percentage for that  
  Distribution Date (unless on any of the foregoing Distribution Dates the
Senior Percentage for any Mortgage Pool exceeds the initial Senior    
Percentage for that Mortgage Pool, in which case the Senior Prepayment
Percentage for that Mortgage Pool for that Distribution Date will once
again equal 100% and, if that Mortgage Pool is Pool 1 or Pool 2, the  
  Senior Prepayment Percentages for both Pool 1 and Pool 2 will once again
equal 100%). Notwithstanding the foregoing, no decrease in the Senior 
   Prepayment Percentage for any Mortgage Pool below the level in effect for
  the most recent prior period specified above will be effective if, as of
that Distribution Date as to which any such decrease applies, (1) the 
 average outstanding principal balance on that Distribution Date and for
    the preceding five Distribution Dates of all Mortgage Loans in the related
Mortgage Pool that were delinquent 60 days or more (including for this
   purpose any Mortgage Loans in foreclosure and Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust
   Fund) is greater than or equal to 50% of the applicable Group Subordinate
Amount immediately prior to such Distribution Date or (2) cumulative  
    Realized Losses with respect to the Mortgage Loans in the related Mortgage
Pool exceed (a) with respect to the Distribution Date on the fifth    
 anniversary of the first Distribution Date, 30% of the applicable Group
    Subordinate Amount as of the Cut-off Date (the "Original Group Subordinate
Amount" with respect to such Mortgage Pool), (b) with respect to the  
    Distribution Date on the sixth anniversary of the first Distribution Date,
   35% of the related Original Group Subordinate Amount, (c) with respect to
    the Distribution Date on the seventh anniversary of the first Distribution
Date, 40% of the related Original Group Subordinate Amount, (d) with  
 respect to the Distribution Date on the eighth anniversary of the first
 Distribution Date, 45% of the related Original Group Subordinate Amount
   and (e) with respect to the Distribution Date on the ninth anniversary of
    the first Distribution Date, 50% of the related Original Group Subordinate
Amount. After the Class Principal Amount of each Class of Senior      
    Certificates in any Certificate Group has been reduced to zero, the Senior
Prepayment Percentage for the related Mortgage Pool will be 0%.       

o The "AP Principal Distribution Amount" for each Group 2 and Group 3 and 
each Distribution Date is equal to the sum of:                        

    (1) the related AP Percentage of the principal portion of each Scheduled
Payment (without giving effect to any Debt Service Reduction occurring
   prior to the Bankruptcy Coverage Termination Date ) on each Mortgage Loan
in the related Mortgage Pool due during the related Due Period;       

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   (2) the related AP Percentage of each of the following amounts: (a) the
 principal portion of each full and partial principal prepayment made by a
borrower on a Mortgage Loan in the related Mortgage Pool during the     
related Prepayment Period, (b) each other unscheduled collection,       
  including Insurance Proceeds and net Liquidation Proceeds (other than with
  respect to any Mortgage Loan in the related Mortgage Pool that was finally
liquidated during the related Prepayment Period), representing or       
allocable to recoveries of principal of related Mortgage Loan received  
 during the related Prepayment Period and (c) the principal portion of all
proceeds of the purchase (or, in the case of a permitted substitution,  
amounts representing a principal adjustment) of any Mortgage Loan in the
  related Mortgage Pool actually received by the Trustee with respect to the
related Prepayment Period;                                              

    (3) with respect to unscheduled recoveries allocable to principal of any
Mortgage Loan in the related Mortgage Pool that was finally liquidated  
during the related Prepayment Period, the related AP Percentage of the  
related net Liquidation Proceeds allocable to principal; and            

(4) any amounts described in clauses (1) through (3) for any previous 
Distribution Date that remain unpaid.                                   

o The "Subordinate Principal Distribution Amount" for each Mortgage Pool  
for each Distribution Date is equal to the sum of:                    

 (1) the product of (a) the related Subordinate Percentage and (b) the
principal portion (multiplied, in the case of Pool 2 and Pool 3, by the 
related Non-AP Percentage) of each Scheduled Payment (without giving    
effect to any Debt Service Reduction occurring prior to the Bankruptcy  
Coverage Termination Date) on each Mortgage Loan in the related Mortgage
Pool due during the related Due Period;                                 

    (2) the product of (a) the related Subordinate Prepayment Percentage and
(b) each of the following amounts (multiplied, in the case of Pool 2 and
Pool 3, by the related Non-AP Percentage): (i) the principal portion of 
each full and partial principal prepayment made by a borrower on a      
Mortgage Loan in the related Mortgage Pool during the related Prepayment
Period, (ii) each other unscheduled collection, including Insurance     
Proceeds and net Liquidation Proceeds (other than with respect to any   
related Mortgage Loan that was finally liquidated during the related    
Prepayment Period), representing or allocable to recoveries of principal
of related Mortgage Loans received during the related Prepayment Period 
and (iii) the principal portion of all proceeds of the purchase (or, in 
the case of a permitted substitution, amounts representing a principal  
adjustment) of any Mortgage Loan in the related Mortgage Pool actually  
received by the Trustee with respect to the related Prepayment Period;  

    (3) with respect to unscheduled recoveries allocable to principal of any
Mortgage Loan in the related Mortgage Pool that was finally liquidated  
  during the related Prepayment Period, the related net Liquidation Proceeds
allocable to principal (multiplied, in the case of Pool 2 and Pool 3, by
 the applicable Non-AP Percentage), to the extent not distributed pursuant
to subsection (3) of the definition of Senior Principal Distribution    
Amount for the related Certificate Group; and                           

 (4) any amounts described in clauses (1) through (3) for any previous
Distribution Date that remain unpaid.                                   

o The "Subordinate Component Percentage" for each Component for each      
Distribution Date is equal to the percentage obtained by dividing the 
Component Principal Amount of such Component immediately prior to such
Distribution Date by the aggregate Component Principal Amount of all  
   Components having the same parenthetical designation immediately prior to
such date.                                                            

o The "Subordinate Prepayment Percentage" for any Mortgage Pool for any   
 Distribution Date is the difference between 100% and the related Senior
Prepayment Percentage for such date.                                  

o The "Subordinate Percentage" for any Mortgage Pool for any Distribution 
Date is the difference between 100% and the Senior Percentage for that
Mortgage Pool for such date.                                          

   The Class 1-AX, Class 2-A3 and Class 2-AX and Class 3-AX Certificates are
Interest-Only Certificates; no principal will be distributable on these         
Classes.                                                                        

Cross-Collateralization Between Pool 1 and Pool 2                               

  On each Distribution Date prior to the Credit Support Depletion Date for
Group 1 and Group 2 but on or after the date on which the total Certificate     
Principal Amount of either the Senior Certificates of Certificate               

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Group 1 or the Non-AP Senior Certificates of Certificate Group 2 has been       
reduced to zero, amounts otherwise distributable as principal on each of the    
B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and B6(1-2) Components, in reverse  
order of priority, in respect of such Component's Subordinate Component         
Percentage of the Subordinate Principal Distribution Amount for the Mortgage    
Pool relating to such retired Senior Certificates, will be distributed as       
principal to the Senior Certificates (other than the Interest-Only              
Certificates) remaining outstanding in Certificate Group 1 or the Non-AP Senior 
Certificates (other than the Interest-Only Certificates) remaining outstanding  
in Certificate Group 2, as applicable, until the related Class Principal        
Amounts have been reduced to zero, provided that on that Distribution Date (a)  
the Group 1-2 Subordinate Percentage for such Distribution Date is less than    
200% of the Group 1-2 Subordinate Percentage as of the Cut-off Date or (b) the  
average outstanding principal balance of the Mortgage Loans in either Pool 1 or 
Pool 2 delinquent 60 days or more over the most recent six months as a          
percentage of the related Group Subordinate Amount is greater than or equal to  
50%.                                                                            

o The "Group 1-2 Subordinate Percentage" at any time will equal the sum of
    the Component Principal Amounts of the B1(1-2), B2(1-2), B3(1-2), B4(1-2),
   B5(1-2) and B6(1-2) Components divided by the sum of the Pool Balance for
Pool 1 and the Non-AP Pool Balance for Pool 2.                        

o The "Group Subordinate Amount" with respect to any Mortgage Pool and any
Distribution Date is the excess of the Non-AP Pool Balance (or, in the
case of Pool 1, the Pool Balance) for the immediately preceding       
Distribution Date for that Mortgage Pool over the total Certificate   
Principal Amount of the Non-AP Senior Certificates (or, in the case of
  Certificate Group 1, the Senior Certificates) of the related Certificate
Group immediately prior to that Distribution Date.                    

  In addition, if on any Distribution Date the total Certificate Principal
Amount of either the Senior Certificates of Certificate Group 1 or the Non-AP   
Senior Certificates of Certificate Group 2 (after giving effect to              
distributions to be made on that Distribution Date) is greater than the Pool    
Balance of Pool 1, in the case of Certificate Group 1 and the Non-AP Pool       
Balance of Pool 2, in the case of Certificate Group 2 (any such Group, the      
"Undercollateralized Group"), all amounts otherwise distributable as principal  
on the B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and B6(1-2) Components, in   
reverse order of priority (other than, in the case of Certificate Group 2,      
amounts needed to pay any Class AP Deferred Amounts or unpaid Interest          
Shortfalls) (or, following the Credit Support Depletion Date for Pools 1 and 2, 
such amounts described in the following sentence), will be distributed as       
principal to the Senior Certificates, in the case of Certificate Group 1, or    
the Non-AP Senior Certificates, in the case of Certificate Group 2 (other than, 
in each case, the Interest-Only Certificates) of the Undercollateralized Group, 
until the total Certificate Principal Amount of the Senior Certificates, in the 
case of Certificate Group 1, or the Non-AP Senior Certificates, in the case of  
Certificate Group 2 equals the Pool Balance, in the case of Pool 1, or the      
Non-AP Pool Balance in the case of Pool 2, of the related Mortgage Pool (such   
distribution, an "Undercollateralization Distribution"). In the event that      
Certificate Group 1 or Certificate Group 2 constitutes an Undercollateralized   
Group on any Distribution Date following the Credit Support Depletion Date for  
Pools 1 and 2, Undercollateralization Distributions will be made from the       
excess of the Available Distribution Amount for the other such Mortgage Pool    
not related to an Undercollateralized Group remaining after all required        
amounts have been distributed to the Senior Certificates, in the case of        
Certificate Group 1, or the Non-AP Senior Certificates, in the case of          
Certificate Group 2 of the other Certificate Group. In addition, the amount of  
any unpaid Interest Shortfalls with respect to the Undercollateralized Group    
(including any Interest Shortfalls for the related Distribution Date) will be   
distributed to the Senior Certificates, in the case of Certificate Group 1, or  
the Non-AP Senior Certificates, in the case of Certificate Group 2 of the       
Undercollateralized Group prior to the payment of any Undercollateralization    
Distributions from amounts otherwise distributable as principal on the B1(1-2), 
B2(1-2), B3(1-2), B4(1-2), B5(1-2) and B6(1-2) Components, in reverse order of  
priority (or, following the Credit Support Depletion Date, as provided in the   
preceding sentence).                                                            

Available Distribution Amount                                                   

    The due period (the "Due Period") related to each Distribution Date starts
on the second day of the month preceding the month in which such Distribution   
Date occurs and ends on the first day of the month in which such Distribution   
Date occurs. For a prepayment in full of any Mortgage Loan serviced by Aurora   
(other than certain loans), the "Prepayment Period" related to each             
Distribution Date starts on the seventeenth day of the month preceding the      
month in which such Distribution Date occurs and ends on the sixteenth day of   
the month in which such Distribution Date occurs. For a prepayment in full of   
any other Mortgage Loan, or for any                                             

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other unscheduled, partial prepayment of principal, the "Prepayment Period"     
related to each Distribution Date starts on the second day of the month         
preceding the month in which such Distribution Date occurs and ends on the      
first day of the month in which such Distribution Date occurs. The "Servicer    
Remittance Date" is the 18th day (or if such 18th day is not a Business Day,    
the next succeeding Business Day) of the month in which the related             
Distribution Date occurs. The "Deposit Date" is the Business Day immediately    
preceding the related Distribution Date.                                        

o The "Available Distribution Amount" for each Mortgage Pool on each      
 Distribution Date, as more fully described in the Trust Agreement, will
generally equal the sum of the following amounts:                     

     (1) the total amount of all cash received by the Master Servicer from the
Servicer on the Servicer Remittance Date immediately preceding such       
Distribution Date and remitted to the Trustee on the related Deposit Date,
which includes (a) Scheduled Payments due on the related Mortgage Loans   
during the Due Period and collected prior to the Servicer Remittance Date 
or advanced by the Master Servicer or the Servicer (or the Trustee), (b)  
payments allocable to principal on the related Mortgage Loans (other than 
Liquidation Proceeds and Insurance Proceeds) to the extent received in    
advance of their scheduled due dates and applied to reduce the principal  
balances of those Mortgage Loans ("Principal Prepayments"), together with 
 accrued interest thereon, if any, identified as having been received on the
related Mortgage Loans during the applicable Prepayment Period, plus any  
amounts paid by the Master Servicer or the Servicer in respect of         
Prepayment Interest Shortfalls, in each case for such Distribution Date,  
(c) the proceeds of any repurchase of a related Mortgage Loan required to 
be repurchased by the Seller (as defined herein), the Depositor or any    
other party as a result of a breach of a representation or warranty or    
 document defect, and (d) recoveries through liquidation of any REO Property
with respect to the related Mortgage Loans, including Insurance Proceeds  
and Liquidation Proceeds, minus:                                          

     (a) all Scheduled Payments of principal and interest on the related
    Mortgage Loans collected but due on a date subsequent to the related Due
Period;                                                             

      (b) all Principal Prepayments on the related Mortgage Loans received
   or identified after the applicable Prepayment Period (together with any
   interest payments, if any, received with such prepayments to the extent
    that they represent (in accordance with the Servicer's usual application
   of funds) the payment of interest accrued on the related Mortgage Loans
for the period subsequent to the Prepayment Period);                

    (c) Liquidation Proceeds and Insurance Proceeds received after the
    applicable Prepayment Period with respect to the related Mortgage Loans;

  (d) all fees and other amounts due or reimbursable to the Master
   Servicer pursuant to the Trust Agreement or to the Servicer pursuant to
the Servicing Agreement; and                                        

(e) any Prepayment Penalty Amounts (as defined herein);       

   (2) any other payments made by the Master Servicer, the Servicer or the
Depositor with respect to such Distribution Date.                         

o "Insurance Proceeds" means all proceeds (net of unreimbursed payments of
property taxes, insurance premiums and similar items incurred, and    
 unreimbursed Advances or servicing advances made by the Servicer or the
Master Servicer (or the Trustee), if any) of applicable insurance     
  policies, to the extent such proceeds are not applied to the restoration
of the Mortgaged Property or released to the borrower.                

o "Liquidation Proceeds" means all amounts (net of unreimbursed expenses  
incurred in connection with liquidation or foreclosure, unreimbursed  
Advances or servicing advances, if any) received and retained in      
connection with the liquidation of defaulted Mortgage Loans, by       
foreclosure or otherwise, together with any net proceeds received on a
monthly basis with respect to any properties acquired on behalf of the
Certificateholders by foreclosure or deed in lieu of foreclosure.     

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Example of Distributions                                                        

  The following sets forth an example of distributions on the Certificates
for the Distribution Date in December 2000:                                     

                                                        [Enlarge/Download Table]
                                                                                                      
November 2 through Due Period:                   Payments due during the related Due Period from      
 December 1 ..........                           borrowers will be deposited in the Servicer's        
                                                 custodial account as received and will include       
                                                 scheduled principal payments plus interest on        
                                                 December 1 principal balances of the Mortgage        
                                                 Loans.                                               
November 2 through       Prepayment Period       Partial principal prepayments received during the    
 December 1 ..........   (partial and full       related Prepayment Period and Prepayments in full    
                         prepayments):           received by Servicers other than Aurora (and by      
                                                 Aurora with respect to certain loans) during the     
                                                 related Prepayment Period will be deposited into the 
                                                 Servicers' custodial account for the remittance to   
                                                 the Master Servicer on December 18.                  
November 17 through      Prepayment Period       Prepayments in full received by Aurora during the    
 December 16 .........   (prepayments in full):  related Prepayment Period (other than certain loans) 
                                                 will be deposited into Aurora's custodial account for
                                                 remittance to the Master Servicer on December 18.    
November 30 ..........   Record Date:            Distributions will be made to Certificateholders of  
                                                 record as of the close of business on the last       
                                                 Business Day of the month immediately before the     
                                                 month in which the Distribution Date occurs.         
December 18 ..........   Servicer Remittance     The Servicer will remit collections and recoveries in
                         Date:                   respect of the Mortgage Loans to the Master          
                                                 Servicer on the 18th day (or if the 18th day is not a
                                                 Business Day, the Business Day next succeeding       
                                                 Business Day) of each month, as specified in the     
                                                 Servicing Agreement.                                 
December 22 ..........   Deposit Date:           On the Business Day immediately preceding the        
                                                 Distribution Date, the Master Servicer will remit to 
                                                 the Trustee the amount of principal and interest to  
                                                 be distributed to Certificateholders on December 26, 
                                                 including any Advances required to be made by the    
                                                 Servicer or the Master Servicer for that Distribution
                                                 Date.                                                
December 26 ..........   Distribution Date:      On the 25th day of each month (or if the 25th day    
                                                 is not a Business Day, the next succeeding Business  
                                                 Day), the Trustee will make distributions to         
                                                 Certificateholders.                                  

Succeeding months follow the same pattern.                            

The Residual Certificate                                                        

   In addition to distributions of principal and interest, the holder of the
Residual Certificate will be entitled to receive, generally, (1) the amount, if 
any, of any Available Distribution Amount remaining in each REMIC on any        
Distribution Date after distributions of principal and interest are made on the 
regular interests and on the Residual Certificate on that date and (2) the      
proceeds, if any, of the assets of the Trust Fund remaining in each REMIC after 
the principal amounts of the regular interests and of the Residual Certificate  
have been reduced to zero. It is generally not anticipated that any material    
assets will be remaining for distributions at any such time.                    

  The Trust agreement will include certain restrictions on the transfer of
the Residual Certificate.                                                       

See "Material Federal Income Tax Considerations" herein and in the    
accompanying Prospectus.                                                        

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Allocation of Realized Losses                                                   

  If a Realized Loss occurs on a Mortgage Loan in either Pool 1 or Pool 2,
then, on each Distribution Date, the principal portion of that Realized Loss    
(multiplied, in the case of Pool 2, by the applicable Non-AP Percentage) other  
than an Excess Loss will be allocated first, to reduce the Component Principal  
Amounts of the related Components, in inverse order of priority, until the      
related Component Principal Amounts thereof have been reduced to zero (that is, 
these Realized Losses will be allocated to the related Component of the Class   
B6 Certificates while such Component is outstanding, then to the related        
Component of the Class B5 Certificates, and so forth) and second, to the Senior 
Certificates (other than the related Class AP Certificates) of the related      
Certificate Group, proportionately, on the basis of their respective            
Certificate Principal Amounts.                                                  

If a Realized Loss occurs on a Mortgage Loan in Pool 3, then, on each 
Distribution Date, the applicable Non-AP Percentage of the principal portion of 
that Realized Loss other than an Excess Loss will be allocated first, to reduce 
the Component Principal Amounts of the related Components, in inverse order of  
priority, until the related Component Principal Amounts thereof have been       
reduced to zero (that is, these Realized Losses will be allocated to the B6(3)  
Component while such Component is outstanding, then to the B5(3) Component, and 
so forth) and second, to the Senior Certificates (other than the Class AP       
Certificates) of Certificate Group 3, proportionately, on the basis of their    
respective Certificate Principal Amount.                                        

The AP Percentage of the principal portion of any Realized Loss on a  
Discount Mortgage Loan in Pool 2 will be allocated to and reduce the Class      
Principal Amount of the Class 2-AP Certificates until their Class Principal     
Amount has been reduced to zero. With respect to any Distribution Date through  
the Credit Support Depletion Date, the total of all amounts so allocable to the 
Class 2-AP Certificates on that date in respect of Realized Losses (other than  
Excess Losses) on Pool 2 Mortgage Loans and all amounts previously allocated in 
respect of Realized Losses to the Class 2-AP Certificates and not distributed   
on prior Distribution Dates will be the "Class 2-AP Deferred Amount." To the    
extent that funds are available therefor on any Distribution Date through the   
Credit Support Depletion Date, distributions in respect of the Class 2-AP       
Deferred Amount will be made on the Class 2-AP Certificates in accordance with  
priority (5) under "-- Priority of Distributions" herein. Any distribution in   
respect of the Class 2-AP Deferred Amount will not reduce the Class Principal   
Amount of the Class 2-AP Certificates. No interest will accrue on the Class     
2-AP Deferred Amount. No distributions in respect of the Class 2-AP Deferred    
Amount will be made after the Distribution Date on which the Class Principal    
Amount of the Class 2-AP Certificates has been reduced to zero. On each         
Distribution Date through the Credit Support Depletion Date, the Component      
Principal Amount of the lowest ranking Component in Group 2 will be reduced by  
the amount of any distributions in respect of the Class 2-AP Deferred Amount on 
that Distribution Date. Any such reduction will be allocated in the same manner 
as a Realized Loss, as described above. After the Credit Support Depletion      
Date, no distributions will be made in respect of, and losses allocated to the  
Class 2-AP Certificates will not be added to, the Class 2-AP Deferred Amount.   

The AP Percentage of the principal portion of any Realized Loss on a  
Discount Mortgage Loan in Pool 3 will be allocated to and reduce the Class      
Principal Amount of the Class 3-AP Certificates until their Class Principal     
Amount has been reduced to zero. With respect to any Distribution Date through  
the Credit Support Depletion Date, the total of all amounts so allocable to the 
Class 3-AP Certificates on that date in respect of Realized Losses (other than  
Excess Losses) on Pool 3 Mortgage Loans and all amounts previously allocated in 
respect of Realized Losses to the Class 3-AP Certificates and not distributed   
on prior Distribution Dates will be the "Class 3-AP Deferred Amount." The Class 
2-AP Deferred Amount and the Class 3-AP Deferred Amount are each referred to    
herein as a "Class AP Deferred Amount." To the extent that funds are available  
therefor on any Distribution Date through the Credit Support Depletion Date,    
distributions in respect of the Class 3-AP Deferred Amount will be made on the  
Class 3-AP Certificates in accordance with priority (5) under "-- Priority of   
Distributions" herein. Any distribution in respect of the Class 3-AP Deferred   
Amount will not reduce the Class Principal Amount of the Class 3-AP             
Certificates. No interest will accrue on the Class 3-AP Deferred Amount. No     
distributions in respect of the Class 3-AP Deferred Amount will be made after   
the Distribution Date on which the Class Principal Amount of the Class 3-AP     
Certificates has been reduced to zero. On each Distribution Date through the    
Credit Support Depletion Date, the Component Principal Amount of the lowest     
ranking Component in Group 3 will be reduced by the amount of any distributions 
in respect of the Class 3-AP Deferred Amount on that Distribution Date. Any     
such reduction will be allocated in the same manner as a Realized Loss, as      
described above. After the Credit Support Depletion Date, no distributions will 
be made in respect of, and losses allocated to the Class 3-AP Certificates will 
not be added to, the Class 3-AP Deferred Amount.                                

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The principal portion of any Excess Loss (other than a Debt Service   
Reduction) on a Mortgage Loan in Pool 1 for any Distribution Date will be       
allocated proportionately to the Senior Certificates of Certificate Group 1 on  
the basis of their Class Principal Amounts, and to the B1(1-2), B2(1-2),        
B3(1-2), B4(1-2), B5(1-2) and B6(1-2) Components on the basis of their          
Apportioned Principal Balances.                                                 

 The applicable Non-AP Percentage of the principal portion of any Excess
Loss (other than a Debt Service Reduction) on a Mortgage Loan in Pool 2 for any 
Distribution Date will be allocated proportionately to the Non-AP Senior        
Certificates of Certificate Group 2 on the basis of their Class Principal       
Amounts, and to the B1(1-2), B2(1-2), B3(1-2), B4(1-2), B5(1-2) and B6(1-2)     
Components on the basis of their Apportioned Principal Balances.                

 The applicable Non-AP Percentage of the principal portion of any Excess
Loss (other than a Debt Service Reduction) on a Mortgage Loan in Pool 3 for any 
Distribution Date will be allocated proportionately to the Non-AP Senior        
Certificates of Certificate Group 3 on the basis of their Class Principal       
Amounts, and to the related Components on the basis of their Component          
Principal Balances.                                                             

  The applicable AP Percentage of the principal portion of any Excess Loss
(other than a Debt Service Reduction) on a Mortgage Loan in Pool 2 or Pool 3    
for any Distribution Date will be allocated to the related Class of Class AP    
Certificates.                                                                   

The Component Principal Amount of the lowest ranking Component then   
outstanding related to Pool 1 and Pool 2 will also be reduced by the amount, if 
any, by which the total Certificate Principal Amount of the related Senior      
Certificates and the total Component Principal Amount of the related Components 
on any Distribution Date (after giving effect to distributions of principal and 
allocation of Realized Losses on that date) exceeds the total Scheduled         
Principal Balance of the Mortgage Loans in Pool 1 and Pool 2 for the related    
Distribution Date (any such reduction, a "Component Writedown Amount" with      
respect to the Components related to Pool 1 and Pool 2).                        

The Component Principal Amount of the lowest ranking Component then   
outstanding in Certificate Group 3 will also be reduced by the amount, if any,  
by which the total Certificate Principal Amount of all the related Senior       
Certificates and the total Component Principal Amount of the related Components 
on any Distribution Date (after giving effect to distributions of principal and 
allocation of Realized Losses on that date) exceeds the total Scheduled         
Principal Balance of the Mortgage Loans in the Pool 3 for the related           
Distribution Date (any such reduction, a "Component Writedown Amount" with      
respect to the Components related to Pool 3).                                   

o The "Apportioned Principal Balance" of any of the B1(1-2), B2(1-2),     
   B3(1-2), B4(1-2), B5(1-2) or B6(1-2) Components for any Distribution Date
 will equal the Component Principal Amount of that Component immediately
    prior to that Distribution Date multiplied by a fraction, the numerator of
which is the applicable Group Subordinate Amount for that date and the
   denominator of which is the sum of the Group Subordinate Amounts for Pool
1 and Pool 2 for that date.                                           

o In general, a "Realized Loss" means (a) with respect to a Liquidated    
   Mortgage Loan, the amount by which the remaining unpaid principal balance
    of that Mortgage Loan plus all accrued and unpaid interest thereon and any
    related expenses exceeds the amount of Liquidation Proceeds applied to the
 principal balance of that Mortgage Loan, or (b) the amount by which, in
the event of bankruptcy of a borrower, a bankruptcy court reduces the 
   secured debt to the value of the related Mortgaged Property (a "Deficient
    Valuation"). In determining whether a Realized Loss is a loss of principal
 or of interest, Liquidation Proceeds and other recoveries on a Mortgage
  Loan will be applied first to outstanding expenses incurred with respect
 to such Mortgage Loan, then to accrued, unpaid interest, and finally to
principal.                                                            

o "Bankruptcy Losses" are losses that are incurred as a result of       
  Deficient Valuations and any reduction, in a bankruptcy proceeding, of
  the amount of the Scheduled Payment on a Mortgage Loan other than as a
result of a Deficient Valuation (a "Debt Service Reduction"). The   
 principal portion of Debt Service Reductions will not be allocated in
reduction of the Certificate Principal Amounts of any Certificates. 

o "Special Hazard Losses" are, in general terms, Realized Losses arising
 out of certain direct physical loss or damage to Mortgaged Properties
that are not covered by a standard hazard insurance policy, but     
  excluding, among other things, faulty design or workmanship and normal
wear and tear.                                                      

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o "Fraud Losses" are losses sustained on a Liquidated Mortgage Loan by    
  reason of a default arising from fraud, dishonesty or misrepresentation.

 o A "Liquidated Mortgage Loan" generally is a defaulted Mortgage Loan as to
  which the Mortgage Loan or related REO Property has been disposed of and
    all amounts expected to be recovered in respect of that Mortgage Loan have
been received by the Master Servicer or the Servicer on behalf of the 
Trust Fund.                                                           

  The principal portion of Special Hazard Losses, Bankruptcy Losses (other
than Debt Service Reductions) and Fraud Losses on the Mortgage Loans that       
exceed the applicable "Special Hazard Loss Limit," "Bankruptcy Loss Limit," and 
"Fraud Loss Limit," respectively ("Excess Losses"), will be allocated as        
described above. The "Special Hazard Loss Limit" will initially be              
approximately $3,995,944.28, $3,575,000.00 and $1,174,795.19 for Pool 1, Pool 2 
and Pool 3, respectively; the "Bankruptcy Loss Limit" will initially be         
approximately $100,000 for each Mortgage Pool; and the "Fraud Loss Limit" will  
initially be approximately $1,672,845.37, $1,670,742.99 and $2,349,590.37 for   
Pool 1, Pool 2 and Pool 3, respectively.                                        

  Each Special Hazard Loss Limit will be reduced, from time to time, to an
amount equal on any Distribution Date to the lesser of (a) the greatest of (1)  
1% of the aggregate of the Scheduled Principal Balances of the related Mortgage 
Loans, (2) twice the Scheduled Principal Balance of the related Mortgage Loan   
having the highest Scheduled Principal Balance and (3) the aggregate Scheduled  
Principal Balance of the related Mortgage Loans secured by Mortgaged Properties 
located in the single California postal zip code area having the highest        
aggregate Scheduled Principal Balance of any such zip code area and (b) such    
Special Hazard Loss Limit as of the Closing Date less the amount, if any, of    
related Special Hazard Losses incurred since the Closing Date.                  

Each Bankruptcy Loss Limit will be reduced, from time to time, by the 
amount of Bankruptcy Losses allocated to the related Certificates and           
Components. The date on which a Bankruptcy Loss Limit has been reduced to zero  
is the "Bankruptcy Coverage Termination Date."                                  

    Each Fraud Loss Limit will be reduced, from time to time, by the amount of
Fraud Losses allocated to the related Certificates and Components. In addition, 
on each anniversary of the Cut-off Date, each Fraud Loss Limit will be reduced  
as follows: (a) on the first, second, third and fourth anniversaries of the     
Cut-off Date, to an amount equal to the lesser of (1) such Fraud Loss Limit as  
of the most recent anniversary of the Cut-off Date and (2) 1% of the aggregate  
Scheduled Principal Balance of all the related Mortgage Loans as of the most    
recent anniversary of the Cut-off Date and (b) on the fifth anniversary of the  
Cut-off Date, to zero.                                                          

In the event that any amount is recovered in respect of principal of a
Liquidated Mortgage Loan after any related Realized Loss has been allocated as  
described herein, such amount will be distributed to the related Certificates   
and Components still outstanding, proportionately, on the basis of any Realized 
Losses previously allocated thereto. It is generally not anticipated that any   
such amounts will be recovered.                                                 

Final Scheduled Distribution Date                                               

Scheduled distributions on the Mortgage Loans in each Mortgage Pool,  
assuming no defaults or losses that are not covered by the limited credit       
support described elsewhere herein, will be sufficient to make timely           
distributions of interest on the Offered Certificates and to reduce the total   
Certificate Principal Amount of the Offered Certificates not later than         
November 25, 2030 (the "Final Scheduled Distribution Date"). The actual final   
Distribution Date for each Class of Offered Certificates may be earlier or      
later, and could be substantially earlier, than the Final Scheduled             
Distribution Date.                                                              

 The Final Scheduled Distribution Date has been determined by adding one
month to the month of scheduled maturity of the latest maturing Mortgage Loan   
in any Mortgage Pool.                                                           

Optional Purchase of the Class 1-A1 and Class 2-A1 Certificates                 

    The initial holder of the Class 1-A2 Certificate will, so long as it holds
such Certificate, have the option to repurchase all, but not less than all, of  
the Class 1-A1 Certificates remaining outstanding on or after the Distribution  
Date in July 2003 (the "Class 1-A1 Call Date") for a price equal to the         
outstanding Certificate Principal Amount of each such Certificate plus interest 
accrued thereon at the applicable Certificate interest                          

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Rate. The initial holder of the Class 2-A2 Certificate will, so long as it      
holds such Certificate, have the option to repurchase all, but not less than    
all, of the Class 2-A1 Certificates remaining outstanding on or after the       
Distribution Date in May 2005 (the "Class 2-A1 Call Date") for a price equal to 
the outstanding Certificate Principal Amount of each such Certificate plus      
interest accrued thereon at the applicable Certificate interest Rate.           

Optional Purchase of the Mortgage Loans                                         

 On any Distribution Date after the Distribution Date on which the total
Scheduled Principal Balance of the Mortgage Loans (determined in the aggregate  
rather than by pool) is less than 10% of the Cut-off Date Balance of the        
Mortgage Loans, the Depositor (subject to the terms of the Trust Agreement)     
will have the option to repurchase the Mortgage Loans, any REO Property and any 
other property remaining in the Trust Fund and thereby effect the termination   
of the Trust Fund and the retirement of the Certificates. The purchase price of 
the Mortgage Loans will be equal to the sum of (a) 100% of the total            
outstanding principal balance of the Mortgage Loans, plus accrued interest      
thereon at the applicable Mortgage Rate, (b) the fair market value of all other 
property remaining in the Trust Fund and (c) any unreimbursed servicing         
advances for the related Distribution Date. This repurchase will be treated as  
a prepayment of the Mortgage Loans for purposes of distributions to             
Certificateholders. Upon payment in full to Certificateholders of these         
amounts, the Trust Fund will be terminated.                                     

The Trustee                                                                     

    The Chase Manhattan Bank will be the Trustee under the Trust Agreement (in
such capacity, the "Trustee"). The Trustee will be paid a monthly fee (the      
"Trustee Fee") calculated as a fixed percentage equal to 0.0065% annually (the  
"Trustee Fee Rate") on the total Scheduled Principal Balance of the related     
Mortgage Loans as of the first day of the related Due Period, calculated        
separately by Mortgage Pool, and will also be entitled to retain, as additional 
compensation, any interest or other income earned on funds on deposit in the    
Certificate Account pending distribution to Certificateholders. The Trustee     
will be entitled to reimbursement for certain expenses and other amounts prior  
to distribution of any amounts to Certificateholders. The Trustee's "Corporate  
Trust Office" for purposes of presentment and surrender of the Offered          
Certificates for the final distribution thereon and for all other purposes is   
located at 450 West 33rd Street, 14th Floor, New York, New York 10001,          
Attention: Capital Markets Fiduciary Services, or any other address that the    
Trustee may designate from time to time by notice to the Certificateholders,    
the Depositor and the Master Servicer.                                          

Description of the Mortgage Pools 

General                                                                         

The Mortgage Pools will consist of approximately 1,449 conventional,  
adjustable rate, fully amortizing Mortgage Loans with original terms to         
maturity from the first due date of the scheduled monthly payment (a "Scheduled 
Payment") of not more than 30 years, having a Cut-off Date Balance (after       
giving effect to Scheduled Payments due on such date) of approximately          
$284,658,936. The Mortgage Loans generally provide for adjustment of the        
applicable Mortgage Rate, as specified in the related Mortgage Note, based on   
the One-Year CMT Index (as defined below) and for corresponding adjustments to  
the monthly payment amount due thereon, in each case as specified in the        
related Mortgage Note and subject to the limitations described below. The Pool  
1 Mortgage Loans have interest rates that first adjust after an initial period  
of three years following origination and then adjust annually thereafter. The   
Pool 2 Mortgage Loans have interest rates that first adjust after an initial    
period of five years following origination and then adjust annually thereafter. 
The Pool 3 Mortgage Loans have interest rates that first adjust after an        
initial period of seven years following origination and then adjust annually    
thereafter.                                                                     

  The Mortgage Loans were acquired by Lehman Capital, A Division of Lehman
Brothers Holdings Inc. (the "Seller" or "Lehman Capital"), from various         
originators as described under "Underwriting Guidelines -- General."            
Approximately 11.91% and 14.59% of the Pool 1 and Pool 2 Mortgage Loans,        
respectively, were originated under "no documentation" programs, pursuant to    
which no information was obtained regarding borrowers' income or employment and 
there was no verification of the borrowers' assets. The Pool 3 Mortgage Loans   
were originated under "full" or "alternate" documentation programs in           
accordance with the Borrower Advantage Program described under "-- Underwriting 
Guidelines -- The Borrower Advantage Program"                                   

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herein. The Seller will make only limited representations and warranties with   
respect to the Mortgage Loans. See "Trust Agreement -- Assignment of Mortgage   
Loans" herein.                                                                  

 Wherever reference is made herein to a percentage of some or all of the
Mortgage Loans, that percentage is determined (unless otherwise specified) on   
the basis of the total Scheduled Principal Balance of these Mortgage Loans as   
of the Cut-off Date.                                                            

    All of the Mortgage Loans are secured by first mortgages or deeds of trust
or other similar security instruments creating first liens on one- to           
four-family residential properties (each, a "Mortgaged Property") consisting of 
one- to four-family dwelling units, individual condominium units, individual    
units in planned unit developments or shares issued by cooperative housing      
corporations and the related leasehold interests. The Mortgage Loans to be      
included in the Mortgage Pools will be acquired by the Depositor from the       
Seller, which acquired the Mortgage Loans either directly from the various      
originators or from an affiliate, Lehman Brothers Bank, FSB, which initially    
purchased such Mortgage Loans from the originators. See "Trust Agreement --     
Assignment of Mortgage Loans" herein.                                           

  Pursuant to its terms, each Mortgage Loan, other than a Cooperative Loan
or a loan secured by a condominium unit, is required to be covered by a         
standard hazard insurance policy in an amount equal to the lower of the unpaid  
principal amount thereof or the replacement value of the improvements on the    
Mortgaged Property. Generally, a cooperative housing corporation or condominium 
association is responsible for maintaining hazard insurance covering the entire 
building. See "Description of Mortgage and Other Insurance -- Hazard Insurance  
on the Loans -- Standard Hazard Insurance Policies" in the Prospectus.          

  Approximately 15.78% and 20.27% of the Pool 1 and Pool 2 Mortgage Loans,
respectively, provide for monthly payments of interest at the Mortgage Rate but 
no payments of principal for the first ten years after origination of such      
Mortgage Loan. Following such ten year period, the monthly payment on each such 
Mortgage Loan will be increased to an amount sufficient fully to amortize the   
outstanding principal balance of such Mortgage Loan over its remaining term and 
pay interest at the related Mortgage Rate.                                      

Approximately 8.18% and 9.93% of the Pool 1 and Pool 2 Mortgage Loans,
respectively, and all of the Pool 3 Mortgage Loans have original Loan-to-Value  
Ratios in excess of 80%; approximately 95.90% and 94.94% of these Pool 1 and    
Pool 2 Mortgage Loans, respectively, are covered by primary mortgage guaranty   
insurance policies, which policies insure, generally, any portion of the unpaid 
principal balance of a Mortgage Loan in excess of 75% of the value of the       
related Mortgaged Property. No such primary mortgage guaranty insurance policy  
will be required to be maintained with respect to any such Mortgage Loan after  
the date on which the related Loan-to-Value Ratio is 80% or less. The Pool 3    
Mortgage Loans are covered by primary mortgage insurance policies issued by     
United Guaranty Corporation ("United Guaranty") in connection with the Borrower 
Advantage Program, as described under "-- Underwriting Guidelines -- The        
Borrower Advantage Program." Such policies insure, generally, any portion of    
the unpaid principal balance of the insured mortgage loan in excess of 67% of   
the value of the related mortgaged property. With respect to approximately      
4.49% of the Mortgage Loans in Pool 3, a premium is payable monthly at a rate   
equal to 1.00% per annum (the "PMI Premium Rate") of the outstanding principal  
balance of such Mortgage Loans. The "Loan-to-Value Ratio" of a Mortgage Loan at 
any time is the ratio of the principal balance of the Mortgage Loan at the date 
of determination to (a) in the case of a purchase, the lesser of the sale price 
of the Mortgaged Property and its appraised value at the time of sale, or (b)   
in the case of a refinance or modification, the appraised value of the          
Mortgaged Property at the time of the refinance or modification.                

As of October 1, 2000, approximately $886,780 of the Pool 1 Mortgage  
Loans, representing approximately 1.06% of the Pool 1 Mortgage Loans, and       
approximately $1,134,087 of the Pool 2 Mortgage Loans, representing             
approximately 1.36% of the Pool 2 Mortgage Loans, were 30 to 59 days delinquent 
in payment.                                                                     

   The Mortgage Loans generally provide for annual adjustment of the related
Mortgage Rate, as specified in the related Mortgage Note, 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");      
provided that the first such adjustment for the Mortgage Loans in Pool 1 will   
occur after an initial period of three years following origination, the first   
such adjustment for the Mortgage Loans in Pool 2 will occur after an initial    
period of five years following origination, and the first such adjustment for   
the Mortgage Loans in Pool 3 will occur after an initial period of seven years  
following origination. On each Adjustment Date for each Mortgage Loan, the      
Mortgage Rate thereon will be adjusted to equal the sum, rounded generally to   
the next highest or nearest multiple of 1/8%, of the applicable Index (as       
described below) and a fixed percentage amount (the                             

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"Gross Margin"), provided that the Mortgage Rate on each such Mortgage Loan     
will not increase or decrease by more than a fixed percentage specified in the  
related Mortgage Note (the "Periodic Cap") on any related Adjustment Date,      
except in the case of the first such adjustment, and will not exceed a          
specified maximum Mortgage Rate over the life of such Mortgage Loan (the        
"Maximum Rate") or be less than a specified minimum Mortgage Rate over the life 
of such Mortgage Loan (the "Minimum Rate"). The Mortgage Rate on a Mortgage     
Loan generally will not increase or decrease on the first Adjustment Date by    
more than a fixed percentage specified in the related Mortgage Note (the        
"Initial Cap"); the weighted averages of the Initial Caps are approximately     
2.012% per annum, in the case of Pool 1, 2.007%, in the case of Pool 2, and     
3.237%, in the case of Pool 3. Effective with the first monthly payment due on  
each 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 Mortgage Loan over its remaining term, and pay 
interest at the Mortgage Rate as so adjusted. Due to the application of the     
Initial Caps, Periodic Caps and Maximum Rates, the Mortgage Rate on each        
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" below. The Mortgage Loans generally do not permit the related    
mortgagor to convert the adjustable Mortgage Rate thereon to a fixed Mortgage   
Rate.                                                                           

The Mortgage Pools will include eleven 50% participation interests in 
Mortgage Loans. For purposes of this Prospectus Supplement, the participation   
interests are treated as Mortgage Loans having Scheduled Principal Balances as  
of the Cut-off Date equal in each case to 50% of the scheduled principal        
balance of the related participated mortgage loan. Each mortgage loan that is   
subject to a participation agreement will be master serviced, and will be       
initially serviced, by Aurora for the benefit of the holders of the             
participation interests. Under the participation agreement, the participation   
master servicer will distribute amounts required to be distributed under the    
participation servicing agreement to the participants in proportion to their    
percentage interests.                                                           

 Because in each case there will be two participants, each holding a 50%
interest under the related participation agreement, all actions requiring a     
vote of the participants, such as termination of the participation master       
servicer or appointment of a successor participation master servicer, will      
require the consent of both participants. Each participant is entitled to       
receive information and reports with respect to the related loan. It is         
expected that the participations not included in the Trust Fund will initially  
be held by the Seller, which will have no voting rights; they may later be      
assigned to other securitization trusts or to other parties. There can be no    
assurance that any subsequent holder of the participation interests not         
included in the Trust Fund will act in the best interests of                    
Certificateholders.                                                             

The Index                                                                       

    The index (the "Index") applicable to the determination of the substantial
majority of the Mortgage Rates for the Mortgage Loans will generally be the     
weekly average yield on actively traded U.S. Treasury securities adjusted to a  
constant maturity of one year as reported by the Federal Reserve Board in       
statistical release H.15(519) (the "One-Year CMT Index") and as most recently   
available as of forty-five days prior to the Adjustment Date. In the event that 
the Index becomes unavailable or is otherwise unpublished, the Master Servicer  
will select a comparable alternative index over which it has no direct control  
and which is readily verifiable.                                                

Pool 1 Mortgage Loans                                                           

  The Pool 1 Mortgage Loans are expected to have the following approximate
aggregate characteristics as of the Cut-off Date. Prior to the issuance of the  
Certificates, Pool 1 Mortgage Loans may be removed from the Trust Fund as a     
result of incomplete documentation or otherwise, if the Depositor deems such    
removal necessary or appropriate. In addition, a limited number of other        
mortgage loans may be included in the Trust Fund (and in Pool 1) prior to the   
issuance of the Offered Certificates.                                           

                                                                [Download Table]
                                                                                  
Number of Pool 1 Mortgage Loans .................................        226      
Total Scheduled Principal Balance ............................... $83,642,268     
Mortgage Rates:                                                                   
 Weighted Average ...............................................      8.978%     
 Range .......................................................... 7.875% to 9.750%
Weighted Average Remaining Term to Maturity (in months) .........        357      

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  The Pool 1 Mortgage Loans have interest rates that first adjust after an
initial period of three years following origination and then adjust annually    
thereafter.                                                                     

  The Scheduled Principal Balances of the Pool 1 Mortgage Loans range from
approximately $43,357 to approximately $1,997,972. The Pool 1 Mortgage Loans    
have an average Scheduled Principal Balance of approximately $370,099.          

  The Pool 1 Mortgage Loans were originated in accordance, generally, with
the Underwriting Guidelines of Aurora and the Pool 1 Mortgage Loans are         
initially serviced by Aurora.                                                   

The weighted average Loan-to-Value Ratio at origination of the Pool 1 
Mortgage Loans is approximately 66.84%, and no Pool 1 Mortgage Loan had a       
Loan-to-Value Ratio at origination exceeding 95.00%.                            

   No more than approximately 3.61% of the Pool 1 Mortgage Loans are secured
by Mortgaged Properties located in any one zip code area.                       

Approximately 5.85%, 11.51% and 8.92% of the Pool 1 Mortgage Loans are
subject to prepayment penalties during the first year, the first three years    
and the first five years, respectively, after origination.                      

 The following tables set forth as of the Cut-off Date the number, total
Scheduled Principal Balance and percentage of the Pool 1 Mortgage Loans having  
the stated characteristics shown in the tables in each range. (The sum of the   
amounts of the total Scheduled Principal Balances and the percentages in the    
following tables may not equal the totals due to rounding.)                     

Original Loan-to-Value Ratios -- Pool 1 

                                                                [Download Table]

                                                                    Percentage of  
                                                    Total          Mortgage Loans  
                                                  Scheduled           By Total     
     Range of Original          Number of         Principal           Scheduled    
 Loan-to-Value Ratios (%)    Mortgage Loans        Balance        Principal Balance
--------------------------  ----------------  -----------------  ------------------
                                                                                   
 0.01 to 10.00 ...........           1        $    139,919.44            0.17%     
20.01 to 30.00 ...........           5           4,997,219.00            5.97      
30.01 to 40.00 ...........           5           4,641,595.90            5.55      
40.01 to 50.00 ...........          12           5,531,004.01            6.61      
50.01 to 60.00 ...........          13           6,431,011.73            7.69      
60.01 to 70.00 ...........          56          23,328,376.90           27.89      
70.01 to 80.00 ...........         106          31,727,561.53           37.93      
80.01 to 90.00 ...........          20           4,853,921.92            5.80      
90.01 to 100.00 ..........           8           1,991,657.88            2.38      
                                   ---        ---------------          ------      
 Total ...................         226        $ 83,642,268.31          100.00%     
                                   ===        ===============          ======      
                                                                              

The weighted average original loan-to-value ratio is approximately 66.84%.

Mortgage Rates -- Pool 1  

                                                                [Download Table]

                                                                   Percentage of  
                                                   Total          Mortgage Loans  
                                                 Scheduled           by Total     
         Range of              Number of         Principal           Scheduled    
    Mortgage Rates (%)      Mortgage Loans        Balance        Principal Balance
-------------------------  ----------------  -----------------  ------------------
                                                                                  
7.501 to 8.000 ..........           2        $    648,649.19            0.78%     
8.001 to 8.500 ..........          37          12,886,739.40           15.41      
8.501 to 9.000 ..........          99          35,360,326.73           42.28      
9.001 to 9.500 ..........          76          32,452,270.15           38.80      
9.501 to 10.000 .........          12           2,294,282.84            2.74      
                                  ---        ---------------          ------      
 Total ..................         226        $ 83,642,268.31          100.00%     
                                  ===        ===============          ======      

The weighted average Mortgage Rate is approximately 8.978% per annum. 

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Original Terms to Maturity -- Pool 1  

                                                                [Download Table]

                                                                 Percentage of  
                                                Total           Mortgage Loans  
                                              Scheduled            by Total     
       Range of            Number of          Principal            Scheduled    
 Maturities (months)    Mortgage Loans         Balance         Principal Balance
---------------------  ----------------  -------------------  ------------------
                                                                                
360 .................        226           $ 83,642,268.31           100.00%    
                             ---           ---------------           ------     
 Total ..............        226           $ 83,642,268.31           100.00%    
                             ===           ===============           ======     

The weighted average original term to maturity is approximately 360 months. 

Remaining Terms to Maturity -- Pool 1 

                                                                [Download Table]

                                                                 Percentage of  
                                                Total           Mortgage Loans  
                                              Scheduled            by Total     
       Range of            Number of          Principal            Scheduled    
 Maturities (months)    Mortgage Loans         Balance         Principal Balance
---------------------  ----------------  -------------------  ------------------
                                                                                
351 to 360 ..........        226           $ 83,642,268.31           100.00%    
                             ---           ---------------           ------     
 Total ..............        226           $ 83,642,268.31           100.00%    
                             ===           ===============           ======     


The weighted average remaining term to maturity is approximately 357 months.  

Geographic Distribution -- Pool 1 

                                                                [Download Table]

                                                                Percentage of  
                                               Total           Mortgage Loans  
                                             Scheduled            by Total     
                          Number of          Principal            Scheduled    
        State          Mortgage Loans         Balance         Principal Balance
--------------------  ----------------  -------------------  ------------------
                                                                               
California .........         125         $  47,936,131.98           57.31%     
Colorado ...........          30            11,016,725.98           13.17      
Nevada .............           4             3,418,355.03            4.09      
Utah ...............           5             3,260,361.44            3.90      
New York ...........           9             3,250,938.10            3.89      
Washington .........           7             3,018,290.79            3.61      
Florida ............           7             1,893,429.70            2.26      
Arizona ............           6             1,698,355.30            2.03      
Texas ..............           4             1,521,416.78            1.82      
Illinois ...........           5             1,139,450.32            1.36      
Other ..............          24             5,488,812.89            6.56      
                             ---         ----------------          ------      
 Total .............         226         $  83,642,268.31          100.00%     
                             ===         ================          ======      

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Cut-off Date Scheduled Principal Balances -- Pool 1 

                                                        [Enlarge/Download Table]

                                                                            Percentage of  
                                                            Total          Mortgage Loans  
                                                          Scheduled           by Total     
             Range of                   Number of         Principal           Scheduled    
 Scheduled Principal Balances ($)    Mortgage Loans        Balance        Principal Balance
----------------------------------  ----------------  -----------------  ------------------
                                                                                           
less than 50,000 .................           2        $    88,209.43           0.11%       
50,001 to 100,000 ................          10            805,837.45           0.96        
100,001 to 150,000 ...............          35          4,453,348.93           5.32        
150,001 to 200,000 ...............          26          4,528,004.88           5.41        
200,001 to 250,000 ...............          23          5,258,639.07           6.29        
250,001 to 300,000 ...............          26          7,125,144.96           8.52        
300,001 to 350,000 ...............          32         10,581,075.27          12.65        
350,001 to 400,000 ...............          15          5,611,047.07           6.71        
400,001 to 450,000 ...............           5          2,140,184.31           2.56        
450,001 to 500,000 ...............           8          3,793,408.37           4.54        
500,001 to 550,000 ...............           6          3,174,413.89           3.80        
550,001 to 600,000 ...............           6          3,442,882.91           4.12        
600,001 to 650,000 ...............           4          2,580,866.11           3.09        
700,001 to 750,000 ...............           3          2,184,840.39           2.61        
750,001 to 800,000 ...............           3          2,336,015.72           2.79        
800,001 to 850,000 ...............           1            806,890.28           0.96        
850,001 to 900,000 ...............           3          2,660,492.14           3.18        
900,001 to 950,000 ...............           1            923,846.11           1.10        
950,001 to 1,000,000 .............           8          7,916,972.17           9.47        
1,000,001 to 1,250,000 ...........           3          3,405,685.37           4.07        
1,250,001 to 1,500,000 ...........           4          5,830,473.32           6.97        
1,750,001 to 2,000,000 ...........           2          3,993,990.16           4.78        
                                           ---        ---------------        ------        
 Total ...........................         226        $ 83,642,268.31        100.00%       
                                           ===        ===============        ======        

The average Cut-off Date Scheduled Principal Balance is approximately $370,099. 

Property Type -- Pool 1 

                                                        [Enlarge/Download Table]

                                                                              Percentage of  
                                                             Total           Mortgage Loans  
                                                           Scheduled            By Total     
                                        Number of          Principal            Scheduled    
           Property Type             Mortgage Loans         Balance         Principal Balance
----------------------------------  ----------------  -------------------  ------------------
                                                                                             
Single Family ....................         138        $ 54,502,467.21           65.16%       
Planned Unit Development .........          40          14,655,157.91           17.52        
Two- to Four- Family .............          19           7,922,847.41            9.47        
Condominium ......................          29           6,561,795.78            7.85        
                                           ---        ---------------          ------        
 Total ...........................         226        $ 83,642,268.31          100.00%       
                                           ===        ===============          ======        

Loan Purpose -- Pool 1  

                                                        [Enlarge/Download Table]

                                                                         Percentage of  
                                                        Total           Mortgage Loans  
                                                      Scheduled            by Total     
                                   Number of          Principal            Scheduled    
         Loan Purpose           Mortgage Loans         Balance         Principal Balance
-----------------------------  ----------------  -------------------  ------------------
                                                                                        
Purchase ....................         155        $ 53,117,319.59           63.51%       
Cash Out Refinance ..........          64          27,859,276.25           33.31        
Rate/Term Refinance .........           7           2,665,672.47            3.19        
                                      ---        ---------------          ------        
 Total ......................         226        $ 83,642,268.31          100.00%       
                                      ===        ===============          ======        

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Loan Documentation -- Pool 1  

                                                        [Enlarge/Download Table]

                                                                            Percentage of  
                                                           Total           Mortgage Loans  
                                                         Scheduled            by Total     
                                      Number of          Principal            Scheduled    
       Loan Documentation          Mortgage Loans         Balance         Principal Balance
--------------------------------  ----------------  -------------------  ------------------
                                                                                           
Limited Documentation ..........          91        $ 36,123,479.22            43.19%      
Full Documentation .............          75          24,179,622.90            28.91       
No Income Verification .........          31          13,381,225.23            16.00       
No Documentation ...............          29           9,957,940.96            11.91       
                                         ---        ---------------           ------       
 Total .........................         226        $ 83,642,268.31           100.00%      
                                         ===        ===============           ======       

Occupancy Status -- Pool 1  

                                                                [Download Table]

                                                                  Percentage of  
                                                 Total           Mortgage Loans  
                                               Scheduled            by Total     
                            Number of          Principal            Scheduled    
   Occupancy Status      Mortgage Loans         Balance         Principal Balance
----------------------  ----------------  -------------------  ------------------
                                                                                 
Primary Home .........         161        $ 60,937,260.71           72.85%       
Investment ...........          52         14,564,086.79            17.41        
Second Home ..........          13          8,140,920.81             9.73        
                               ---        ---------------          ------        
 Total ...............         226        $ 83,642,268.31          100.00%       
                               ===        ===============          ======        

Maximum Rates -- Pool 1 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                       Total          Mortgage Loans  
                                                     Scheduled           by Total     
                                  Number of          Principal           Scheduled    
 Range of Maximum Rates (%)    Mortgage Loans         Balance        Principal Balance
----------------------------  ----------------  ------------------  ------------------
                                                                                      
13.501 to 14.000 ...........           2         $    648,649.19            0.78%     
14.001 to 14.500 ...........          37           12,886,739.40           15.41      
14.501 to 15.000 ...........          99           35,360,326.73           42.28      
15.001 to 15.500 ...........          76           32,452,270.15           38.80      
15.501 to 16.000 ...........          12            2,294,282.84            2.74      
                                     ---         ---------------          ------      
 Total .....................         226         $ 83,642,268.31          100.00%     
                                     ===         ===============          ======      


The weighted average Maximum Rate is approximately 14.978%. 

Minimum Rates -- Pool 1 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                       Total          Mortgage Loans  
                                                     Scheduled           by Total     
                                  Number of          Principal           Scheduled    
 Range of Minimum Rates (%)    Mortgage Loans         Balance        Principal Balance
----------------------------  ----------------  ------------------  ------------------
                                                                                      
2.001 to 2.500 .............           2         $    397,539.99            0.48%     
2.501 to 3.000 .............         222           82,369,850.81           98.48      
3.001 to 3.500 .............           1              310,050.16            0.37      
8.001 to 8.500 .............           1              564,827.35            0.68      
                                     ---         ---------------          ------      
 Total .....................         226         $ 83,642,268.31          100.00%     
                                     ===         ===============          ======      


The weighted average Minimum Rate is approximately 2.789%.

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Gross Margins -- Pool 1 

                                                                [Download Table]

                                                                  Percentage of  
                                                  Total          Mortgage Loans  
                                                Scheduled           by Total     
     Range of Gross           Number of         Principal           Scheduled    
       Margins (%)         Mortgage Loans        Balance        Principal Balance
------------------------  ----------------  -----------------  ------------------
                                                                                 
2.251 to 2.500 .........           2        $    397,539.99            0.48%     
2.501 to 2.750 .........         223          82,934,678.16           99.15      
3.001 to 3.250 .........           1             310,050.16            0.37      
                                 ---        ---------------          ------      
 Total .................         226        $ 83,642,268.31          100.00%     
                                 ===        ===============          ======      
                                                                              

The weighted average Gross Margin is approximately 2.751%.

Next Rate Adjustment Date -- Pool 1 

                                                                [Download Table]

                                                                     Percentage of  
                                                     Total          Mortgage Loans  
                                                   Scheduled           by Total     
                                 Number of         Principal           Scheduled    
 Next Rate Adjustment Date    Mortgage Loans        Balance        Principal Balance
---------------------------  ----------------  -----------------  ------------------
                                                                                    
January 2003 ..............           1        $    105,405.08            0.13%     
March 2003 ................           2             194,198.17            0.23      
April 2003 ................           4             917,270.98            1.10      
May 2003 ..................           5           1,122,096.16            1.34      
June 2003 .................          72          26,464,072.29           31.64      
July 2003 .................          53          16,405,587.00           19.61      
August 2003 ...............          64          30,631,156.18           36.62      
September 2003 ............          25           7,802,482.45            9.33      
                                     --        ---------------          ------      
 Total ....................         226        $ 83,642,268.31          100.00%     
                                    ===        ===============          ======      

Subsequent Periodic Caps -- Pool 1  

                                                        [Enlarge/Download Table]

                                                                         Percentage of  
                                                        Total           Mortgage Loans  
                                                      Scheduled            by Total     
                                   Number of          Principal            Scheduled    
 Subsequent Periodic Cap (%)    Mortgage Loans         Balance         Principal Balance
-----------------------------  ----------------  -------------------  ------------------
                                                                                        
1.751 to 2.000 ..............        226           $ 83,642,268.31           100.00%    
                                     ---           ---------------           ------     
 Total ......................        226           $ 83,642,268.31           100.00%    
                                     ===           ===============           ======     


Initial Periodic Caps -- Pool 1 

                                                        [Enlarge/Download Table]

                                                                      Percentage of  
                                                     Total           Mortgage Loans  
                                                   Scheduled            by Total     
                                Number of          Principal            Scheduled    
 Initial Periodic Cap (%)    Mortgage Loans         Balance         Principal Balance
--------------------------  ----------------  -------------------  ------------------
                                                                                     
1.751 to 2.000 ...........         225         $  82,644,594.93           98.81%     
2.751 to 3.000 ...........           1               997,673.38            1.19      
                                   ---         ----------------          ------      
 Total ...................         226         $  83,642,268.31          100.00%     
                                   ===         ================          ======      

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Pool 2 Mortgage Loans                                                           

  The Pool 2 Mortgage Loans are expected to have the following approximate
aggregate characteristics as of the Cut-off Date. Prior to the issuance of the  
Certificates, Pool 2 Mortgage Loans may be removed from the Trust Fund as a     
result of incomplete documentation or otherwise, if the Depositor deems such    
removal necessary or appropriate. In addition, a limited number of other        
mortgage loans may be included in the Trust Fund (and in Pool 2) prior to the   
issuance of the Offered Certificates.                                           

                                                                [Download Table]
                                                                                   
Number of Pool 2 Mortgage Loans .................................        251       
Total Scheduled Principal Balance ............................... $83,537,149      
Mortgage Rates:                                                                    
  Weighted Average ..............................................      8.872%      
  Range ......................................................... 7.625% to 10.750%
Weighted Average Remaining Term to Maturity (in months) .........        356       


  The Pool 2 Mortgage Loans have interest rates that first adjust after an
initial period of five years following origination and then adjust annually     
thereafter.                                                                     

  The Scheduled Principal Balances of the Pool 2 Mortgage Loans range from
approximately $31,407 to approximately $1,787,500. The Pool 2 Mortgage Loans    
have an average Scheduled Principal Balance of approximately $332,817.          

  The Pool 2 Mortgage Loans were originated in accordance, generally, with
the Underwriting Guidelines of Aurora and the Pool 2 Mortgage Loans are         
initially serviced by Aurora.                                                   

The weighted average Loan-to-Value Ratio at origination of the Pool 2 
Mortgage Loans is approximately 68.74%, and no Pool 2 Mortgage Loan had a       
Loan-to-Value Ratio at origination exceeding 95.00%.                            

   No more than approximately 4.14% of the Pool 2 Mortgage Loans are secured
by Mortgaged Properties located in any one zip code area.                       

 Approximately 5.57%, 10.66% and 16.54% of the Pool 2 Mortgage Loans are
subject to prepayment penalties during the first year, the first three years    
and the first five years, respectively, after origination.                      

 The following tables set forth as of the Cut-off Date the number, total
Scheduled Principal Balance and percentage of the Pool 2 Mortgage Loans having  
the stated characteristics shown in the tables in each range. (The sum of the   
amounts of the total Scheduled Principal Balances and the percentages in the    
following tables may not equal the totals due to rounding.)                     

Original Loan-to-Value Ratios -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                      Percentage of  
                                                     Total           Mortgage Loans  
                                                   Scheduled            by Total     
     Range of Original          Number of          Principal            Scheduled    
 Loan-to-Value Ratios (%)    Mortgage Loans         Balance         Principal Balance
--------------------------  ----------------  -------------------  ------------------
                                                                                     
20.01 to 30.00 ...........           5         $   1,958,434.00            2.34%     
30.01 to 40.00 ...........           7             5,928,028.86            7.10      
40.01 to 50.00 ...........           5             2,056,816.96            2.46      
50.01 to 60.00 ...........          18            11,509,035.45           13.78      
60.01 to 70.00 ...........          41            18,356,407.11           21.97      
70.01 to 80.00 ...........         142            35,435,305.17           42.42      
80.01 to 90.00 ...........          28             7,569,362.88            9.06      
90.01 to 100.00 ..........           5               723,759.21            0.87      
                                   ---         ----------------          ------      
 Total ...................         251         $  83,537,149.64          100.00%     
                                   ===         ================          ======      

The weighted average original loan-to-value ratio is approximately 68.74%.

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Mortgage Rates -- Pool 2  

                                                        [Enlarge/Download Table]

                                                                      Percentage of  
                                                     Total           Mortgage Loans  
                                                   Scheduled            by Total     
         Range of               Number of          Principal            Scheduled    
    Mortgage Rates (%)       Mortgage Loans         Balance         Principal Balance
--------------------------  ----------------  -------------------  ------------------
                                                                                     
 7.501 to 8.000 ..........           7         $   3,551,620.26            4.25%     
 8.001 to 8.500 ..........          44            18,261,400.02           21.86      
 8.501 to 9.000 ..........          97            34,808,148.70           41.67      
 9.001 to 9.500 ..........          66            19,568,680.78           23.43      
 9.501 to 10.000 .........          33             6,721,280.79            8.05      
10.001 to 10.500 .........           3               564,263.72            0.68      
10.501 to 11.000 .........           1                61,755.37            0.07      
                                    --         ----------------          ------      
 Total ...................         251         $  83,537,149.64          100.00%     
                                   ===         ================          ======      

The weighted average Mortgage Rate is approximately 8.872% per annum. 

Original Terms to Maturity -- Pool 2  

                                                                [Download Table]

                                                                 Percentage of  
                                                Total           Mortgage Loans  
                                              Scheduled            by Total     
       Range of            Number of          Principal            Scheduled    
 Maturities (months)    Mortgage Loans         Balance         Principal Balance
---------------------  ----------------  -------------------  ------------------
                                                                                
360 .................        251           $ 83,537,149.64           100.00%    
                             ---           ---------------           ------     
 Total ..............        251           $ 83,537,149.64           100.00%    
                             ===           ===============           ======     

The weighted average original term to maturity is approximately 360 months. 

Remaining Terms to Maturity -- Pool 2 

                                                                [Download Table]

                                                                 Percentage of  
                                                Total           Mortgage Loans  
                                              Scheduled            by Total     
       Range of            Number of          Principal            Scheduled    
 Maturities (months)    Mortgage Loans         Balance         Principal Balance
---------------------  ----------------  -------------------  ------------------
                                                                                
345 to 360 ..........        251           $ 83,537,149.64           100.00%    
                             ---           ---------------           ------     
 Total ..............        251           $ 83,537,149.64           100.00%    
                             ===           ===============           ======     

The weighted average remaining term to maturity is approximately 356 months.  

Geographic Distribution -- Pool 2 

                                                                [Download Table]

                                                                Percentage of  
                                               Total           Mortgage Loans  
                                             Scheduled            by Total     
                          Number of          Principal            Scheduled    
        State          Mortgage Loans         Balance         Principal Balance
--------------------  ----------------  -------------------  ------------------
                                                                               
California .........         121         $  45,285,377.82           54.21%     
Florida ............          15             6,462,056.10            7.74      
Colorado ...........          19             6,101,931.65            7.30      
Utah ...............           6             4,576,585.34            5.48      
Georgia ............           7             2,749,115.87            3.29      
New Jersey .........           3             1,949,089.45            2.33      
Nevada .............           6             1,904,959.44            2.28      
Virginia ...........           4             1,677,534.67            2.01      
Hawaii .............           4             1,430,797.59            1.71      
Michigan ...........          26             1,239,191.68            1.48      
Other ..............          40            10,160,510.03           12.16      
                             ---         ----------------          ------      
 Total .............         251         $  83,537,149.64          100.00%     
                             ===         ================          ======      

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Cut-Off Date Scheduled Principal Balances -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                           Percentage of  
                                                           Total          Mortgage Loans  
                                                         Scheduled           by Total     
             Range of                  Number of         Principal           Scheduled    
 Scheduled Principal Balances($)    Mortgage Loans        Balance        Principal Balance
---------------------------------  ----------------  -----------------  ------------------
                                                                                          
less than 50,000  ...............          17        $    714,386.21          0.86%       
50,001 to 100,000  ..............          31           2,171,317.08          2.60        
100,001 to 150,000  .............          25           3,207,280.72          3.84        
150,001 to 200,000  .............          24           4,112,936.35          4.92        
200,001 to 250,000  .............          24           5,329,768.23          6.38        
250,001 to 300,000  .............          25           6,975,928.19          8.35        
300,001 to 350,000  .............          23           7,657,585.86          9.17        
350,001 to 400,000  .............          18           6,764,111.96          8.10        
400,001 to 450,000  .............           7           2,992,454.14          3.58        
450,001 to 500,000  .............           9           4,291,477.22          5.14        
500,001 to 550,000  .............           6           3,189,269.05          3.82        
550,001 to 600,000  .............           6           3,509,306.94          4.20        
600,001 to 650,000  .............          10           6,366,506.61          7.62        
650,001 to 700,000  .............           1             661,292.74          0.79        
700,001 to 750,000  .............           1             730,807.01          0.87        
750,001 to 800,000  .............           4           3,058,784.40          3.66        
800,001 to 850,000  .............           3           2,459,973.05          2.94        
850,001 to 900,000  .............           3           2,653,437.46          3.189       
950,001 to 1,000,000 ............           7           6,912,765.93          8.28        
1,000,001 to 1,250,000 ..........           2           2,381,297.54          2.85        
1,250,001 to 1,500,000 ..........           4           5,608,962.95          6.71        
1,750,001 to 2,000,000 ..........           1           1,787,500.00          2.14        
                                           --        ---------------        ------        
  Total .........................         251        $ 83,537,149.64         100.00%      
                                          ===        ===============         ======       


The average Cut-off Date Scheduled Principal Balance is approximately $332,817. 

Property Type -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                              Percentage of  
                                                             Total           Mortgage Loans  
                                                           Scheduled            by Total     
                                        Number of          Principal            Scheduled    
           Property Type             Mortgage Loans         Balance         Principal Balance
----------------------------------  ----------------  -------------------  ------------------
                                                                                             
Single Family ....................         159         $  48,780,106.71           58.39%     
Planned Unit Development .........          47            20,028,329.78           23.98      
Two- to Four-Family ..............          22             7,553,100.86            9.04      
Condominium ......................          22             6,415,612.29            7.68      
Cooperative ......................           1               760,000.00            0.91      
                                           ---         ----------------          ------      
  Total ..........................         251         $  83,537,149.64          100.00%     
                                           ===         ================          ======      

Loan Purpose -- Pool 2  

                                                        [Enlarge/Download Table]

                                                                         Percentage of  
                                                        Total           Mortgage Loans  
                                                      Scheduled            by Total     
                                   Number of          Principal            Scheduled    
         Loan Purpose           Mortgage Loans         Balance         Principal Balance
-----------------------------  ----------------  -------------------  ------------------
                                                                                        
Purchase ....................         164         $  54,895,625.09           65.71%     
Cash Out Refinance ..........          79            25,300,158.83           30.29      
Rate/Term Refinance .........           8             3,341,365.72            4.00      
                                      ---         ----------------          ------      
  Total .....................         251         $  83,537,149.64          100.00%     
                                      ===         ================          ======      

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Loan Documentation -- Pool 2  

                                                        [Enlarge/Download Table]

                                                                            Percentage of  
                                                           Total           Mortgage Loans  
                                                         Scheduled            by Total     
                                      Number of          Principal            Scheduled    
       Loan Documentation          Mortgage Loans         Balance         Principal Balance
--------------------------------  ----------------  -------------------  ------------------
                                                                                           
Limited Documentation ..........          90         $  32,584,499.44           39.01%     
Full Documentation .............         101            29,162,348.07           34.91      
No Documentation ...............          35            12,184,724.37           14.59      
No Income Verification .........          25             9,605,577.76           11.50      
                                         ---         ----------------          ------      
  Total ........................         251         $  83,537,149.64          100.00%     
                                         ===         ================          ======      

Occupancy Status -- Pool 2  

                                                                [Download Table]

                                                                  Percentage of  
                                                 Total           Mortgage Loans  
                                               Scheduled            by Total     
                            Number of          Principal            Scheduled    
   Occupancy Status      Mortgage Loans         Balance         Principal Balance
----------------------  ----------------  -------------------  ------------------
                                                                                 
Primary Home .........         154         $  55,697,350.28           66.67%     
Investment ...........          83            20,692,884.77           24.77      
Second Home ..........          14             7,146,914.59            8.56      
                               ---         ----------------          ------      
  Total ..............         251         $  83,537,149.64          100.00%     
                               ===         ================          ======      

Maximum Rates -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                       Total          Mortgage Loans  
                                                     Scheduled           By Total     
                                  Number of          Principal           Scheduled    
 Range of Maximum Rates (%)    Mortgage Loans         Balance        Principal Balance
----------------------------  ----------------  ------------------  ------------------
                                                                                      
12.501 to 13.000 ...........           1        $   771,126.35        0.92%           
13.501 to 14.000 ...........           6          2,780,493.91        3.33            
14.001 to 14.500 ...........          44         18,261,400.02       21.86            
14.501 to 15.000 ...........          97         34,808,148.70       41.67            
15.001 to 15.500 ...........          66         19,568,680.78       23.43            
15.501 to 16.000 ...........          33          6,721,280.79        8.05            
16.001 to 16.500 ...........           3            564,263.72        0.68            
16.501 to 17.000 ...........           1             61,755.37        0.07            
                                      --        ---------------     ------            
 Total .....................         251        $ 83,537,149.64     100.00%           
                                     ===        ===============     ======            

The weighted average Maximum Rate is approximately 14.863%. 

Minimum Rates -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                        Percentage of  
                                                       Total           Mortgage Loans  
                                                     Scheduled            By Total     
                                  Number of          Principal            Scheduled    
 Range of Minimum Rates (%)    Mortgage Loans         Balance         Principal Balance
----------------------------  ----------------  -------------------  ------------------
                                                                                       
2.001 to 2.500 .............         221        $75,287,057.32            90.12%       
2.501 to 3.000 .............          29          7,883,425.60             9.44        
6.501 to 7.000 .............           1            366,666.72             0.44        
                                     ---        ---------------          ------        
 Total .....................         251        $83,537,149.64           100.00%       
                                     ===        ===============         ======         

The weighted average Minimum Rate is approximately 2.542%.

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Gross Margins -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                        Percentage of  
                                                       Total           Mortgage Loans  
                                                     Scheduled            By Total     
                                  Number of          Principal            Scheduled    
 Range of Gross Margins (%)    Mortgage Loans         Balance         Principal Balance
----------------------------  ----------------  -------------------  ------------------
                                                                                       
2.251 to 2.500 .............         222        $ 75,653,724.04           90.56%       
2.501 to 2.750 .............          29           7,883,425.60            9.44        
                                     ---        ---------------          ------        
 Total .....................         251        $ 83,537,149.64          100.00%       
                                     ===        ===============          ======        

The weighted average Gross Margin is approximately 2.523%.

Next Rate Adjustment Date -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                      Percentage of  
                                                      Total          Mortgage Loans  
                                                    Scheduled           By Total     
                                 Number of          Principal           Scheduled    
 Next Rate Adjustment Date    Mortgage Loans         Balance        Principal Balance
---------------------------  ----------------  ------------------  ------------------
                                                                                     
July 2004 .................           1        $   987,931.96            1.18%       
September 2004 ............           2            618,029.33            0.74        
January 2005 ..............           1            278,083.93            0.33        
February 2005 .............           2            508,396.41            0.61        
March 2005 ................           9          2,469,842.05            2.96        
April 2005 ................          57         13,936,002.18           16.68        
May 2005 ..................          62         25,243,416.31           30.22        
June 2005 .................          26          7,117,729.33            8.52        
July 2005 .................          20          4,010,630.94            4.80        
August 2005 ...............          29         12,689,778.44           15.19        
September 2005 ............          31         15,120,108.76           18.10        
October 2005 ..............          11            557,200.00            0.67        
                                     --        ---------------         ------        
 Total ....................         251        $83,537,149.64          100.00%       
                                    ===        ===============         ======        

Subsequent Periodic Caps -- Pool 2  

                                                        [Enlarge/Download Table]

                                                                         Percentage of  
                                                        Total           Mortgage Loans  
                                                      Scheduled            By Total     
                                   Number of          Principal            Scheduled    
 Subsequent Periodic Cap (%)    Mortgage Loans         Balance         Principal Balance
-----------------------------  ----------------  -------------------  ------------------
                                                                                        
2.000 .......................        251         $ 83,537,149.64         100.00%        
                                     ---         ---------------         ------         
 Total ......................        251         $ 83,537,149.64         100.00%        
                                     ===         ===============         ======         

Initial Periodic Caps -- Pool 2 

                                                        [Enlarge/Download Table]

                                                                      Percentage of  
                                                     Total           Mortgage Loans  
                                                   Scheduled            By Total     
                                Number of          Principal            Scheduled    
 Initial Periodic Cap (%)    Mortgage Loans         Balance         Principal Balance
--------------------------  ----------------  -------------------  ------------------
                                                                                     
1.751 to 2.000 ...........         250        $ 82,939,241.52           99.28%       
2.751 to 3.000 ...........           1             597,908.12            0.72        
                                   ---        ---------------          ------        
 Total ...................         251        $ 83,537,149.64          100.00%       
                                   ===        ===============          ======        

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Pool 3 Mortgage Loans                                                           

  The Pool 3 Mortgage Loans are expected to have the following approximate
aggregate characteristics as of the Cut-off Date. Prior to the issuance of the  
Certificates, Pool 3 Mortgage Loans may be removed from the Trust Fund as a     
result of incomplete documentation or otherwise, if the Depositor deems such    
removal necessary or appropriate. In addition, a limited number of other        
mortgage loans may be included in the Trust Fund (and in Pool 3) prior to the   
issuance of the Offered Certificates.                                           

                                                                [Download Table]
                                                                                   
Number of Pool 3 Mortgage Loans .................................         972      
Total Scheduled Principal Balance ............................... $117,479,518     
Mortgage Rates:                                                                    
 Weighted Average ...............................................       8.543%     
 Range .......................................................... 7.125% to 10.500%
Weighted Average Remaining Term to Maturity (in months) .........         353      


  The Pool 3 Mortgage Loans have interest rates that first adjust after an
initial period of seven years following origination and then adjust annually    
thereafter.                                                                     

  The Scheduled Principal Balances of the Pool 3 Mortgage Loans range from
approximately $23,584 to approximately $249,107. The Pool 3 Mortgage Loans have 
an average Scheduled Principal Balance of approximately $120,864.               

Approximately 88.14% of the Pool 3 Mortgage Loans were originated in  
accordance, generally, with the Underwriting Guidelines of Chase and            
approximately 11.86% of the Pool 3 Mortgage Loans were originated under the     
Borrower Advantage Program. Approximately 88.14% of the Pool 3 Mortgage Loans   
are serviced by Chase.                                                          

The weighted average Loan-to-Value Ratio at origination of the Pool 3 
Mortgage Loans is approximately 102.04%, and no Pool 3 Mortgage Loan had a      
Loan-to-Value Ratio at origination exceeding 103.00%.                           

   No more than approximately 0.65% of the Pool 3 Mortgage Loans are secured
by Mortgaged Properties located in any one zip code area.                       

None of the Pool 3 Mortgage Loans are subject to prepayment penalties.

 The following tables set forth as of the Cut-off Date the number, total
Scheduled Principal Balance and percentage of the Pool 3 Mortgage Loans having  
the stated characteristics shown in the tables in each range. (The sum of the   
amounts of the total Scheduled Principal Balances and the percentages in the    
following tables may not equal the totals due to rounding.)                     

Original Loan-to-Value Ratios -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                      Total           Mortgage Loans  
                                                    Scheduled            By Total     
     Range of Original          Number of           Principal            Scheduled    
  Loan-to-Value Ratios(%)    Mortgage Loans          Balance         Principal Balance
--------------------------  ----------------  --------------------  ------------------
                                                                                      
 90.01 to 100.00 .........        193          $   24,668,940.12           21.00%     
100.01 to 110.00 .........        779              92,810,578.41           79.00      
                                  ---          -----------------          ------      
 Total ...................        972          $  117,479,518.53          100.00%     
                                  ===          =================          ======      

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The weighted average original loan-to-value ratio is approximately 02.04%.

Mortgage Rates -- Pool 3  

                                                        [Enlarge/Download Table]

                                                                      Percentage of  
                                                     Total           Mortgage Loans  
                                                   Scheduled            By Total     
         Range of               Number of          Principal            Scheduled    
     Mortgage Rates(%)       Mortgage Loans         Balance         Principal Balance
--------------------------  ----------------  -------------------  ------------------
                                                                                     
 7.001 to 7.500 ..........          18         $   2,216,696.36            1.89%     
 7.501 to 8.000 ..........         154            19,677,615.28           16.75      
 8.001 to 8.500 ..........         327            41,042,825.62           34.94      
 8.501 to 9.000 ..........         321            37,305,531.03           31.75      
 9.001 to 9.500 ..........         120            13,821,993.98           11.77      
 9.501 to 10.000 .........          30             3,188,946.08            2.71      
10.001 to 10.500 .........           2               225,910.18            0.19      
                                   ---         ----------------          ------      
 Total ...................         972         $ 117,479,518.53          100.00%     
                                   ===         ================          ======      

The weighted average Mortgage Rate is approximately 8.543% per annum. 

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Original Terms to Maturity -- Pool 3  

                                                                [Download Table]

                                                                  Percentage of  
                                                 Total           Mortgage Loans  
                                               Scheduled            By Total     
       Range of            Number of           Principal            Scheduled    
 Maturities (months)    Mortgage Loans          Balance         Principal Balance
---------------------  ----------------  --------------------  ------------------
                                                                                 
360 .................        972           $ 117,479,518.53           100.00%    
                             ---           ----------------           ------     
 Total ..............        972           $ 117,479,518.53           100.00%    
                             ===           ================           ======     

The weighted average original term to maturity is approximately 360 months. 

Remaining Terms to Maturity -- Pool 3 

                                                                [Download Table]

                                                                  Percentage of  
                                                 Total           Mortgage Loans  
                                               Scheduled            By Total     
       Range of            Number of           Principal            Scheduled    
 Maturities (months)    Mortgage Loans          Balance         Principal Balance
---------------------  ----------------  --------------------  ------------------
                                                                                 
344 to 360 ..........        972           $ 117,479,518.53           100.00%    
                             ---           ----------------           ------     
 Total ..............        972           $ 117,479,518.53           100.00%    
                             ===           ================           ======     

The weighted average remaining term to maturity is approximately 353 months.

Geographic Distribution -- Pool 3 

                                                                [Download Table]

                                                                  Percentage of  
                                                 Total           Mortgage Loans  
                                               Scheduled            by Total     
                            Number of          Principal            Scheduled    
         State           Mortgage Loans         Balance         Principal Balance
----------------------  ----------------  -------------------  ------------------
                                                                                 
California ...........          78        $ 13,047,045.48          11.11%        
Texas ................         114          12,323,332.07          10.49         
Florida ..............          79           9,022,233.44           7.68         
Arizona ..............          65           8,742,916.22           7.44         
Virginia .............          43           6,342,702.00           5.40         
Georgia ..............          38           5,058,430.26           4.31         
Pennsylvania .........          50           4,800,494.12           4.09         
Illinois .............          44           4,594,009.32           3.91         
Washington ...........          31           4,450,597.57           3.79         
Ohio .................          44           4,204,375.22           3.58         
Other ................         386          44,893,382.83          38.21         
                               ---        ----------------        ------         
 Total ...............         972        $117,479,518.53         100.00%        
                               ===        ================        ======         

Cut-off Date Scheduled Principal Balances-- Pool 3  

                                                        [Enlarge/Download Table]

                                                                             Percentage of  
                                                             Total          Mortgage Loans  
                                                           Scheduled           by Total     
             Range of                   Number of          Principal           Scheduled    
 Scheduled Principal Balances ($)    Mortgage Loans         Balance        Principal Balance
----------------------------------  ----------------  ------------------  ------------------
                                                                                            
 less than 50,000 ................          45        $  1,784,787.24          1.52%        
 50,001 to 100,000 ...............         338          26,452,168.80         22.52         
100,001 to 150,000 ...............         350          43,782,996.70         37.27         
150,001 to 200,000 ...............         154          26,409,624.81         22.48         
200,001 to 250,000 ...............          85          19,049,940.98         16.22         
                                           ---        ----------------       ------         
 Total ...........................         972        $ 117,479,518.53       100.00%        
                                           ===        ================       ======         

The average Cut-off Date Scheduled Principal Balance is approximately $120,864. 

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Property Type -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                              Percentage of  
                                                             Total           Mortgage Loans  
                                                           Scheduled            By Total     
                                        Number of          Principal            Scheduled    
           Property Type             Mortgage Loans         Balance         Principal Balance
----------------------------------  ----------------  -------------------  ------------------
                                                                                             
Single Family ....................        707         $ 83,259,361.76           70.87%       
Planned Unit Development .........        136           19,305,167.09           16.43        
Condominium ......................        129           14,914,989.68           12.70        
                                          ---         ----------------         ------        
 Total ...........................        972         $117,479,518.53          100.00%       
                                          ===         ================         ======        

Loan Purpose -- Pool 3  

                                                                [Download Table]

                                                               Percentage of  
                                              Total           Mortgage Loans  
                                            Scheduled            by Total     
                        Number of           Principal            Scheduled    
   Loan Purpose      Mortgage Loans          Balance         Principal Balance
------------------  ----------------  --------------------  ------------------
                                                                              
Purchase .........        972         $ 117,479,518.53          100.00%       
                          ---         ----------------          ------        
 Total ...........        972         $ 117,479,518.53          100.00%       
                          ===         ================          ======        

Loan Documentation -- Pool 3  

                                                        [Enlarge/Download Table]

                                                                              Percentage of  
                                                             Total           Mortgage Loans  
                                                           Scheduled            by Total     
                                       Number of           Principal            Scheduled    
        Loan Documentation          Mortgage Loans          Balance         Principal Balance
---------------------------------  ----------------  --------------------  ------------------
                                                                                             
Full Documentation ..............         971          $117,354,992.57            99.89%     
Alternate Documentation .........           1               124,525.96             0.11      
                                          ---          ---------------           ------      
 Total ..........................         972          $117,479,518.53           100.00%     
                                          ===          ===============           ======      

Occupancy Status -- Pool 3  

                                                                [Download Table]

                                                                   Percentage of  
                                                  Total           Mortgage Loans  
                                                Scheduled            by Total     
                            Number of           Principal            Scheduled    
   Occupancy Status      Mortgage Loans          Balance         Principal Balance
----------------------  ----------------  --------------------  ------------------
                                                                                  
Primary Home .........        972         $ 117,479,518.53          100.00%       
                              ---         ----------------          ------        
 Total ...............        972         $ 117,479,518.53          100.00%       
                              ===         ================          ======        

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Maximum Rates -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                       Total          Mortgage Loans  
                                                     Scheduled           by Total     
                                  Number of          Principal           Scheduled    
 Range of Maximum Rates (%)    Mortgage Loans         Balance        Principal Balance
----------------------------  ----------------  ------------------  ------------------
                                                                                      
12.001 to 12.500 ...........          18        $  2,216,696.36           1.89%       
12.501 to 13.000 ...........         154          19,677,615.28          16.75        
13.001 to 13.500 ...........         327          41,042,825.62          34.94        
13.501 to 14.000 ...........         321          37,305,531.03          31.75        
14.001 to 14.500 ...........         120          13,821,993.98          11.77        
14.501 to 15.000 ...........          30           3,188,946.08           2.71        
15.001 to 15.500 ...........           2             225,910.18           0.19        
                                     ---        ----------------        ------        
 Total .....................         972        $ 17,479,518.53        100.00%        
                                     ===        ================        ======        

The weighted average Maximum Rate is approximately 13.543%. 

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Minimum Rates -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                         Percentage of  
                                                        Total           Mortgage Loans  
                                                      Scheduled            by Total     
                                  Number of           Principal            Scheduled    
 Range of Minimum Rates (%)    Mortgage Loans          Balance         Principal Balance
----------------------------  ----------------  --------------------  ------------------
                                                                                        
2.750 ......................        972           $ 117,479,518.53           100.00%    
                                    ---           ----------------           ------     
    Total ..................        972           $ 117,479,518.53           100.00%    
                                    ===           ================           ======     


The weighted average Minimum Rate is approximately 2.750%.  

Gross Margins -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                         Percentage of  
                                                        Total           Mortgage Loans  
                                                      Scheduled            by Total     
                                  Number of           Principal            Scheduled    
 Range of Gross Margins (%)    Mortgage Loans          Balance         Principal Balance
----------------------------  ----------------  --------------------  ------------------
                                                                                        
2.750 ......................        972           $ 117,479,518.53           100.00%    
                                    ---           ----------------           ------     
    Total ..................        972           $ 117,479,518.53           100.00%    
                                    ===           ================           ======     


The weighted average Gross Margin is approximately 2.750%.  

Next Rate Adjustment Date -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                      Total           Mortgage Loans  
                                                    Scheduled            by Total     
                                 Number of          Principal            Scheduled    
 Next Rate Adjustment Date    Mortgage Loans         Balance         Principal Balance
---------------------------  ----------------  -------------------  ------------------
                                                                                      
June 2006 .................           4         $     444,745.78            0.38%     
July 2006 .................          20             2,528,209.16            2.15      
August 2006 ...............          30             3,660,667.14            3.12      
September 2006 ............          60             7,107,503.16            6.05      
October 2006 ..............          77             9,269,528.13            7.89      
November 2006 .............          87             9,967,047.12            8.48      
December 2006 .............          65             8,002,509.98            6.81      
January 2007 ..............          50             5,610,575.25            4.78      
February 2007 .............          36             3,729,969.96            3.17      
March 2007 ................          53             6,763,604.58            5.76      
April 2007 ................          71             8,452,846.38            7.20      
May 2007 ..................          83            10,308,932.70            8.78      
June 2007 .................         102            12,775,386.32           10.87      
July 2007 .................         110            13,909,462.55           11.84      
August 2007 ...............          74             9,166,888.76            7.80      
September 2007 ............          48             5,481,341.56            4.67      
October 2007 ..............           2               300,300.00            0.26      
                                    ---         ----------------          ------      
    Total .................         972         $ 117,479,518.53          100.00%     
                                    ===         ================          ======      


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Subsequent Periodic Caps -- Pool 3  

                                                        [Enlarge/Download Table]

                                                                          Percentage of  
                                                         Total           Mortgage Loans  
                                                       Scheduled            by Total     
                                   Number of           Principal            Scheduled    
 Subsequent Periodic Cap (%)    Mortgage Loans          Balance         Principal Balance
-----------------------------  ----------------  --------------------  ------------------
                                                                                         
1.751 to 2.000 ..............        972           $ 117,479,518.53           100.00%    
                                     ---           ----------------           ------     
    Total ...................        972           $ 117,479,518.53           100.00%    
                                     ===           ================           ======     


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Initial Periodic Caps -- Pool 3 

                                                        [Enlarge/Download Table]

                                                                       Percentage of  
                                                      Total           Mortgage Loans  
                                                    Scheduled            by Total     
                                Number of           Principal            Scheduled    
 Initial Periodic Cap (%)    Mortgage Loans          Balance         Principal Balance
--------------------------  ----------------  --------------------  ------------------
                                                                                      
2.751 -- 3.000 ...........        864          $  103,551,917.98           88.14%     
4.751 -- 5.000 ...........        108              13,927,600.55           11.86      
                                  ---          -----------------          ------      
    Total ................        972          $  117,479,518.53          100.00%     
                                  ===          =================          ======      


Underwriting Guidelines                                                         

The Mortgage Loans have been originated or acquired by the various    
Servicers or their correspondents in accordance with such Servicer's respective 
underwriting standards and guidelines (each, the "Underwriting Guidelines"). Of 
the Mortgage Loans included the Trust Fund, approximately 58.73%, representing  
all of the Mortgage Loans in Pool 1 and Pool 2, were originated or acquired in  
accordance with the Underwriting Guidelines established by Aurora ("Aurora      
Underwriting Guidelines"), and approximately 36.38%, representing approximately 
88.14% of the Mortgage Loans in Pool 3, were originated or acquired in          
accordance with the Underwriting Guidelines established by Chase (the "Chase    
Underwriting Guidelines"). The following are general summaries of the Aurora    
Underwriting Guidelines, the Chase Underwriting Guidelines and the Borrower     
Advantage Underwriting Guidelines. These summaries do not purport to be a       
complete description of any such Underwriting Guidelines.                       

Aurora Underwriting Guidelines                                                  

    All of the Mortgage Loans initially serviced by Aurora and included in the
Trust Fund were originated under the Aurora Underwriting Guidelines.            

 Aurora's Underwriting Guidelines are intended to evaluate the value and
adequacy of the mortgaged property as collateral and to consider the borrower's 
credit standing and repayment ability. On a case-by-case basis, Aurora may      
determine that, based upon compensating factors, a prospective borrower not     
strictly qualifying under the applicable underwriting guidelines warrants an    
underwriting exception. Compensating factors may include, but are not limited   
to, low loan-to-value ratios, low debt-to-income ratios, good credit history,   
stable employment, financial reserves, and time in residence at the applicant's 
current address. A significant number of the Mortgage Loans may represent       
underwriting exceptions.                                                        

Aurora's Underwriting Guidelines are applied in accordance with a     
procedure that generally requires (1) an appraisal of the mortgaged property    
(and generally in the case of mortgaged property with a loan amount exceeding   
$650,000, two appraisals), by qualified independent appraisers, that conform to 
Fannie Mae and Freddie Mac standards and (2) a review of such appraisal by      
Aurora and, depending upon the original principal balance and loan-to-value     
ratio of the mortgaged property, may include a field review of the original     
appraisal by another independent appraiser. Each appraisal includes a market    
data analysis based on recent sales of comparable homes in the area and a       
replacement cost analysis based on the current cost of constructing a similar   
home. The Aurora Underwriting Guidelines generally permit single-family         
mortgage loans with loan-to-value ratios at origination of up to 103% (or, with 
respect to certain Mortgage Loans, up to 95%) for the highest credit grading    
category, depending on the creditworthiness of the borrower, the type and use   
of the property, the debt-to-income ratio and the purpose of the loan           
application.                                                                    

Each prospective borrower completes an application that includes      
information with respect to the applicant's liabilities, income (except with    
respect to certain "no documentation" mortgage loans described below) and       
employment history, as well as certain other personal information. Each         
Originator requires a credit report on each applicant from a credit reporting   
company. The report typically contains information relating to matters as       
credit history with local and national merchants and lenders, installment debt  
payments and any record of defaults, bankruptcy, repossession, suits or         
judgments.                                                                      

In general, a substantial majority of the Mortgage Loans originated or
acquired by Aurora were originated consistent with and generally conform to     
"full documentation," "limited documentation," or "no ratio documentation"      
residential loan programs.                                                      

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  Verification of employment, income and assets in a Mortgage Loan file is
dependent on the documentation program. For "full documentation" program loans, 
documentation consistent with Fannie Mae/Freddie Mac guidelines is required,    
which includes verification of current employment, a two-year history of        
previous employment (or for self-employed borrowers, two years of income tax    
returns), verification through deposit verifications of sufficient liquid       
assets for down payments, closing costs and reserves, and depository account    
statements or settlement statements documenting the funds received from the     
sale of the previous home. For "limited documentation" program loans, current   
employment is verified, a two-year history of previous employment is verified,  
qualifying income is based on the stated amount provided by the prospective     
borrower, and deposit verifications are made to ensure sufficient liquid        
assets. "No ratio" program loans require verification of current employment, a  
minimum of two years' history of previous employment and verification of        
sufficient liquid assets. Verification of the source of funds (if any) required 
to be deposited by the applicant into escrow in the case of a purchase money    
loan is generally required under all program guidelines (except for no          
documentation program guidelines).                                              

Certain of the Mortgage Loans originated by Aurora were originated or 
acquired under "no documentation" program guidelines, pursuant to which no      
information was obtained regarding the borrowers' income or employment and      
there was no verification of the borrowers' assets. The no documentation        
program guidelines require stronger credit profiles than the other loan         
programs, and have substantially more restrictive requirements for loan         
amounts, loan-to-value ratios and occupancy requirements.                       

For a description of Aurora, see "The Master Servicer" herein.        

The Borrower Advantage Program                                                  

  General. The Borrower Advantage Program (sometimes referred to herein as
the "Program") was established in 1998 by United Guaranty Corporation ("United  
Guaranty"), a wholly-owned subsidiary of American International Group, Inc.     
United Guaranty is a primary mortgage insurer with a financial strength of      
"AAA" as determined by Standard & Poor's Rating Services, a division of The     
McGraw-Hill Companies, Inc. ("S&P") and Fitch, Inc. ("Fitch") (as in the case   
of any financial strength rating, the issuing agency can withdraw or change     
such rating at any time). The Borrower Advantage Program enables participating  
mortgage originators to provide borrowers having well-established, favorable    
credit histories and adequate monthly income with first lien mortgage financing 
on residential mortgage properties with high loan-to-value ratios up to a       
maximum, in certain cases, of 103%. This is intended to afford qualified        
borrowers the opportunity to obtain competitive mortgage financing (usually not 
available for high loan-to-value ratio loans) with little or no down payment.   
Certain of the mortgage loans originated in accordance with the Borrower        
Advantage Underwriting Guidelines are sold by participating originators to      
Centre Capital Group Inc. ("CCGI"), a subsidiary of United Guaranty. United     
Guaranty is the primary mortgage insurance provider for mortgage loans          
originated under the Program.                                                   

  The Mortgage Loans included in Pool 3 were originated under the Borrower
Advantage Program and initially sold to CCGI. CCGI, in turn, sold such Mortgage 
Loans to Lehman Capital under a master mortgage loan purchase and warranties    
agreement pursuant to which CCGI (and not the originators of the Mortgage       
Loans) made certain representations and warranties concerning the               
characteristics of the Pool 3 Mortgage Loans and the origination of such        
Mortgage Loans in accordance with the Borrower Advantage Underwriting           
Guidelines. Accordingly, a breach of any such representation or warranty which  
materially affects the value of any Mortgage Loan will require CCGI (and not    
the originator) to repurchase the defective Mortgage Loan from the Trust Fund.  

   Borrower Advantage Underwriting Guidelines. To qualify under the Borrower
Advantage Program, a mortgage loan must be a purchase-money loan secured by a   
first mortgage on an owner-occupied, single-family (one-unit detached or        
attached properties and condominiums) primary residence. Refinancings, junior   
lien financings, or financings for secondary homes or investment properties are 
not eligible for origination under the Program. The maximum base loan-to-value  
ratio allowed under the Program is 100%; however, closing costs, financed       
mortgage insurance premiums and other prepaid items may be included in the      
proceeds of the mortgage loan so long as the loan-to-value ratio of the         
financing does not exceed approximately 103%. Although no down payment is       
required at closing, the borrower must demonstrate the ability to pay two       
months' principal, interest and taxes with respect to the mortgage loan and     
related mortgaged property.                                                     

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The maximum loan amount under the Borrower Advantage Program may not  
exceed $334,263. Only 15-or 30-year term, fixed rate, fixed-payment financing   
or positively amortizing 30-year adjustable rate financing is eligible under    
the Program. Accordingly, balloon, negative amortization, interest-only and     
temporary buy-down mortgage loans do not qualify for underwriting under the     
Program.                                                                        

    To qualify for financing under the Program, a borrower must demonstrate an
established credit history, as well as the ability to meet monthly debt service 
payments on the mortgage loan and other credit obligations. An "established     
credit history" is generally defined as a minimum of three conventional credit  
references that have been active for a minimum of two years. Generally, no late 
payment history is allowed in the last 12 months and only one 30-day late       
payment is allowed during the last 24 months. If the borrower's delinquency     
history exceeds these limits, then the age, frequency, severity and explanation 
of the derogatory credit item must be independently evaluated to determine the  
borrower's ability to timely pay credit obligations. However, borrowers who     
have been 30 days delinquent in payment on their existing mortgage financing in 
the last 12 months are generally ineligible under the Program. Borrowers with a 
previous bankruptcy or who have previously been subject to foreclosure          
proceedings or a deed-in-lieu of foreclosure on a previously-owned mortgage     
property are ineligible to participate in the Program.                          

   To be accepted under the Program, borrowers should be able to demonstrate
stable income for a minimum of two years and the likelihood of continuance of   
such level of income. The borrower's qualifying ratios (i.e., housing debt to   
gross income and total debt to gross income) must be no more than 33% and 38%,  
respectively. In addition, the credit score assigned to the borrower, which is  
based on the overall credit history of the borrower as may be obtained from any 
of the three major credit reporting agencies (Equifax, Trans Union and          
Experian) must be at least 700.                                                 

 The appraisal of the related mortgage property must evidence sufficient
value to recover the full investment if a loan default occurs.                  

Mortgage loans originated under the Borrower Advantage Program are    
originated consistent with "full documentation" or "alternate documentation"    
residential mortgage loan programs. Mortgage loans originated under "limited    
documentation" or "no documentation" programs are not eligible under the        
Program.                                                                        

Chase Underwriting Guidelines                                                   

In general, the Mortgage Loans serviced by Chase were originated under
underwriting guidelines substantially similar to the underwriting guidelines    
described above under the heading "Description of the Mortgage Pools --         
Underwriting Guidelines -- The Borrower Advantage Program -- Borrower Advantage 
Underwriting Guidelines," with the following exceptions: (1) the Chase          
guidelines permit junior lien financings in the case of community grants; (2)   
although no down payment is required at closing, the borrower must have cash    
equal to two months' principal, interest and taxes on the mortgaged property    
from the borrower's own sources; (3) the maximum loan amount may not exceed     
$334,750; (4) the only product offered is a 30-year positively amortizing       
mortgage loan which bears interest at a fixed rate for seven years and then     
bears interest at an adjustable rate that resets annually; and (5) to the       
extent that there are compensating factors, exceptions to the product           
parameters may be made and documented in the mortgage file.                     

Additional Information  

 The description in this Prospectus Supplement of the Mortgage Pools and
the Mortgaged Properties is based upon the Mortgage Pools as constituted at the 
close of business on the Cut-off Date, as adjusted for Scheduled Payments due   
on or before that date. A Current Report on Form 8-K will be filed, together    
with the Trust Agreement and certain other transaction documents, with the      
Securities and Exchange Commission within fifteen days after the initial        
issuance of the Offered Certificates. In the event that Mortgage Loans are      
removed from or added to the Mortgage Pools as described under "Description of  
the Mortgage Pools," such removal or addition, to the extent material, will be  
noted in the Current Report on Form 8-K.                                        

The Master Servicer 

   The information in this section has been provided by Aurora Loan Services
Inc. ("Aurora" or the "Master Servicer"), and neither the Depositor nor the     
Underwriter makes any representation or warranty as to the accuracy or          
completeness of this information. Although Aurora performs servicing duties for 
a large loan portfolio, it has limited experience as a master servicer.         

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   Aurora, an affiliate of Lehman Brothers Holdings Inc., began operation as
a servicer of residential mortgage loans in August 1997 following the           
acquisition of substantially all of the assets and a majority of the management 
and employees of Harbourton Financial Services L.P. ("Harbourton"). Prior to    
this acquisition, Harbourton liquidated a substantial portion of its servicing  
portfolio, generally retaining loans with higher rates of delinquency.          

 Aurora's executive offices and centralized real estate master servicing
facility are located at 2530 South Parker Road, Suite 601, Aurora, Colorado     
80014, and its centralized real estate loan servicing facility is located at    
601 Fifth Avenue, Scottsbluff, Nebraska 69361. Aurora has been approved to      
service mortgage loans for Ginnie Mae, Fannie Mae, and Freddie Mac.             

  As of September 30, 2000, Aurora's total loan servicing and subservicing
portfolio included loans with total outstanding principal balance of            
approximately $11.89 billion, of which the substantial majority are             
sub-serviced for Lehman Brothers Holdings Inc. The following table sets forth   
certain information regarding the delinquency and foreclosure experience of     
Aurora and Harbourton with respect to non-VA/FHA-insured mortgage loans. The    
indicated periods of delinquency are based on the number of days past due on a  
contractual basis.                                                              

Delinquencies and Foreclosures  
(Dollars in Millions) 

                                                        [Enlarge/Download Table]

                                                                        As of December 31,                  
                                                      ------------------------------------------------------
                                                          1996         1997(3)       1998(4)       1999(4)  
                                                      ------------  ------------  ------------  ------------
                                                                                                            
Total balance of mortgage loans serviced ............   $  1,765      $  1,203      $  6,096      $  3,870  
Percentage of mortgage loans delinquent by period of                                                        
 delinquency(1)(2)                                                                                          
 30 to 59 days ......................................       1.92%         3.21%         3.21%         4.03% 
 60 to 89 days ......................................       0.45          0.73          0.92          1.19  
 90 days or more. ...................................       0.25          0.28          0.42          0.30  
                                                        --------      --------      --------      --------  
Total percentage of mortgage loans delinquent(1)(2) .       2.62%         4.22%         4.55%         5.52% 
In foreclosure (excluding Bankruptcies). ............       1.16          1.99          2.10          1.11  
In bankruptcy. ......................................       0.47          0.78          0.61          1.15  
                                                        --------      --------      --------      --------  
Total(2) ............................................       4.25%         6.99%         7.26%         7.78% 
                                                        ========      ========      ========      ========  


                                                       As of September 30,                                  
                                                      --------------------                                  
                                                             2000(4)                                        
                                                      --------------------                                  
                                                                                                            
Total balance of mortgage loans serviced ............       $ 4,465                                         
Percentage of mortgage loans delinquent by period of                                                        
 delinquency(1)(2)                                                                                          
 30 to 59 days ......................................          4.00%                                        
 60 to 89 days ......................................          0.98%                                        
 90 days or more. ...................................          0.38%                                        
                                                            -------                                         
Total percentage of mortgage loans delinquent(1)(2) .          5.36%                                        
In foreclosure (excluding Bankruptcies). ............          1.09%                                        
In bankruptcy. ......................................          0.97%                                        
                                                            -------                                         
Total(2) ............................................          7.42%                                        
                                                            =======                                         

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-----------                                                                     
(1) Total portfolio and delinquency information is for conventional loans only, 
excluding bankruptcies.                                                 

(2) Percentages are based on the principal balances of mortgage loans.          

(3) Excludes information related to the servicing of certain sub-prime loans    
acquired in 1997 and 1998.                                              

(4) A weighted average of the MBS method for conventional loans and the ABS     
method for subprime loans is used in calculation of delinquency         
 percentage. Under the MBS methodology, a loan is considered delinquent if
any payment is past due one or more days. In contrast, under the ABS    
  methodology, a loan is considered delinquent if any payment is past due 30
days or more. The period of delinquency is based upon the number of days
that payments are contractually past due (assuming 30-day months).      
 Consequently, under the ABS methodology, a loan due on the first day of a
month is not 30 days delinquent until the first day of the next month.  

The above delinquency and foreclosure statistics represent the recent 
experience of Aurora. The loans in Aurora's servicing portfolio may differ      
significantly from the Mortgage Loans. The actual loss and delinquency          
experience on the Mortgage Loans will depend, among other things, on the value  
of the Mortgaged Properties securing such Mortgage Loans and the ability of     
borrowers to make required payments. There can be no assurance, and no          
representation is made, that the delinquency experience with respect to the     
Mortgage Loans will be similar to that reflected in the tables above, nor is    
any representation made as to the rate at which losses may be experienced on    
liquidation of defaulted Mortgage Loans.                                        

The likelihood that borrowers will become delinquent in the payment of
their mortgage loans and the rate of any subsequent foreclosures may be         
affected by a number of factors related to borrowers' personal circumstances,   
including, for example, unemployment or change in employment (or in the case of 
self-employed borrowers or borrowers relying on commission income, fluctuations 
in income), marital separation and a borrower's equity in the related mortgaged 
property. In addition, delinquency and foreclosure                              

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experience may be sensitive to adverse economic conditions, either nationally   
or regionally, may exhibit seasonal variations and may be influenced by the     
level of interest rates and servicing decisions on the applicable mortgage      
loans. Regional economic conditions (including declining real estate values)    
may particularly affect delinquency and foreclosure experience on mortgage      
loans to the extent that mortgaged properties are concentrated in certain       
geographic areas.                                                               

As Master Servicer, Aurora will monitor the performance of the primary
Servicers of the Mortgage Loans (see "The Servicers" below) in accordance with  
the provisions of the underlying servicing agreements and the Trust Agreement.  
Aurora will not, however, be ultimately responsible for the servicing of the    
Mortgage Loans (other than these Mortgage Loans for which Aurora also acts in   
the capacity of a primary servicer), except to the extent described under       
"Servicing of the Mortgage Loans" below.                                        

The Servicers 

  The Mortgage Loans included in the Trust Fund will initially be serviced
by Aurora, Chase Manhattan Mortgage Corporation ("Chase") and other servicers   
(collectively, the "Servicers"). Aurora and Chase will service approximately    
58.73% and 36.38% (by Cut-off Date Balance), respectively, of the Mortgage      
Loans. See "Description of the Mortgage Pools" for a percentage breakdown by    
Mortgage Pool of the servicing of the Mortgage Loans. The Servicers will have   
primary responsibility for servicing the Mortgage Loans including, but not      
limited to, all collection, advancing and loan-level reporting obligations,     
maintenance of escrow accounts, maintenance of insurance and enforcement of     
foreclosures proceedings with respect to the Mortgage Loans and the related     
mortgaged properties. Such responsibilities will be performed under the         
supervision of the Master Servicer in each case in accordance with the          
provisions of the related servicing agreement. Under each servicing agreement,  
the Master Servicer has the right to terminate the Servicer for certain events  
of default. In addition, under each servicing agreement, Lehman Capital         
generally has retained the right to terminate the Servicer, without cause, upon 
thirty days' notice and, with limited exceptions, the payment by Lehman Capital 
of certain termination fees and expenses of the Servicer in connection with the 
transfer of the Mortgage Loans to successor servicer.                           

    The information set forth in the following paragraphs has been provided by
Chase as the Servicer providing primary servicing for a substantial percentage  
of the Mortgage Loans in the Trust Fund. Similar information has been provided  
by Aurora under the heading "The Master Servicer". None of the Depositor, the   
Seller, the Underwriter, the Master Servicer or any other Servicer makes any    
representations or warranties as to the accuracy or completeness of such        
information.                                                                    

   Due to the factors described under "The Master Servicer," the delinquency
and/or loan loss data set forth below for Chase solely represents the           
historical experience of such Servicer's servicing portfolio for the periods    
indicated and no representation is made by such Servicer that the delinquency   
and/or loss experience of the Mortgage Pools will be similar to that of its     
servicing portfolio, nor is any representation made by such Servicer as to the  
rate at which losses may be experienced on liquidation of defaulted Mortgage    
Loans in the Mortgage Pools.                                                    

Chase Manhattan Mortgage Corporation  

Chase is a New Jersey corporation formed in 1920. It is a wholly owned
indirect subsidiary of Chase Manhattan Bank USA, National Association. Chase is 
engaged in the mortgage origination and servicing businesses and is a           
HUD-approved mortgagee. Chase is subject to supervision, examination and        
regulation by the Office of the Comptroller of the Currency and various state   
regulatory bodies. The address of Chase is 343 Thornall Street, Edison, New     
Jersey 08837, and its telephone number is (732) 205-0600. Chase makes loans in  
all 50 states and the District of Columbia primarily for the purpose of         
enabling borrowers to purchase or refinance residential real property, secured  
by first liens on such property.                                                

  On September 13, 2000, The Chase Manhattan Corporation and J.P. Morgan &
Co. Incorporated announced their agreement to merge. The merger is anticipated  
to occur in the first quarter of 2001. Chase is a wholly-owned indirect         
subsidiary of The Chase Manhattan Corporation.                                  

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Loan Delinquency, Foreclosure and Loss Experience. The recent mortgage
loan delinquency and loan foreclosure experience of Chase as servicer of first  
mortgage loans secured by one- to four-family residential properties which were 
originated by or for Chase (exclusive of any such mortgage loans as to which    
master servicing or subservicing arrangements exist) (expressed as percentages  
of the total portfolio of such loans as of such date) is as follows:            

                                                        [Enlarge/Download Table]

                              As of September 30,                     As of December 31,                
                            ------------------------  --------------------------------------------------
                                      2000                      1999                      1998          
                            ------------------------  ------------------------   -----------------------
                                By            By          By            By           By           By    
                              Number      Principal     Number      Principal      Number      Principal
   Period of Delinquency     of Loans      Balance     of Loand      Balance      of Loans      Balance 
--------------------------  ----------   -----------  ----------   -----------   ----------   ----------
                                                                                                        
30 to 59 days. ...........    2.90%        2.49%        3.04%        2.55%         3.31%        2.74%   
60 to 89 days. ...........    0.69%        0.58%        0.72%        0.60%         0.80%        0.65%   
90 days or more. .........    0.55%        0.46%        0.58%        0.58%         0.61%        0.50%   
                              ----         ----         ----         ----          ----         ----    
 Total ...................    4.14%        3.53%        4.34%        3.73%         4.72%        3.89%   
                              ====         ====         ====         ====          ====         ====    

 Foreclosure .............    1.21%        1.01%        1.27%        1.05%         1.51%        1.24%   


The following table presents, for the portfolio of mortgage loans     
originated by or for Chase which are owned by The Chase Manhattan Bank or its   
affiliates, the net gains (losses) as a percentage of the average principal     
amount of such portfolio on the disposition of properties acquired in           
foreclosure or by deed-in-lieu of foreclosure during the periods indicated.     

                                                        [Enlarge/Download Table]

                                              Nine-Month Period Ended         Year Ended      
                                                 September 30, 2000        December 31, 1999  
                                             -------------------------  ----------------------
                                               (Dollars in Millions)     (Dollars in Millions)
                                                                                              
Average portfolio principal amount .........          $29,342                   $25,321       

                                                                [Download Table]

                                  Nine-Month Period Ended       Year Ended    
                                     September 30, 2000      December 31, 1999
                                 -------------------------  ------------------
                                                                              
Net gains (losses)(1). .........  (0.013%)                   (0.07%)          

-----------                                                                     
(1) Losses are defined as unrealized losses on properties acquired in           
 foreclosure or by deed-in-lieu of foreclosure and proceeds from sale less
outstanding book balance (after recognition of such unrealized losses)  
less certain capitalized costs related to disposition of the related    
property (exclusive of accrued interest). If accrued interest were      
included in the calculation of losses, the level of losses could        
substantially increase.                                                 

There can be no assurance that the delinquency, foreclosure and loss  
experience on the Mortgage Loans will correspond to the delinquency,            
foreclosure and loss experience set forth in the foregoing tables. In general,  
during periods in which the residential real estate market is experiencing an   
overall decline in property values such that the principal balances of the      
Mortgage Loans and any secondary financing on the related Mortgaged Properties  
become equal to or greater than the value of the related Mortgaged Properties,  
rates of delinquencies, foreclosure and losses could be significantly higher    
than might otherwise be the case. In addition, adverse economic conditions      
(which may affect real property values) may affect the timely payment by        
Mortgagors of Monthly Payments, and accordingly, the actual rates of            
delinquencies, foreclosures and losses with respect to the Mortgage Pool.       

Servicing of the Mortgage Loans 

General                                                                         

Notwithstanding anything to the contrary in the Prospectus, the Master
Servicer will not be ultimately responsible for the performance of the          
servicing activities by a servicer other than Aurora in its capacity as a       
servicer, except as described under "-- Prepayment Interest Shortfalls" and "-- 
Advances" below. If any servicer fails to fulfill its obligations under the     
applicable servicing agreement, the Master Servicer is obligated to terminate   
such servicer and appoint a successor servicer as provided in the Trust         
Agreement.                                                                      

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  Generally, the Seller will retain ownership of the servicing rights with
respect to the Mortgage Loans serviced by the Servicers and may transfer the    
servicing of the related Mortgage Loans to one or more successor servicers at   
any time, without cause, subject to the conditions set forth in the Trust       
Agreement and the related servicing agreement, including the requirements that  
any such successor servicer be qualified to service mortgage loans for Freddie  
Mac or Fannie Mae and that each Rating Agency confirm in writing that the       
transfer of servicing will not result in a qualification, withdrawal or         
downgrade of the then-current ratings of any of the Certificates.               

Servicing Compensation and Payment of Expenses                                  

The Master Servicer will be paid a monthly fee (the "Master Servicing 
Fee") with respect to each Mortgage Loan calculated as 0.01% (except with       
respect to the participation interests described under "Description of the      
Mortgage Loans -- General," as to which the Master Servicing Fee will be        
calculated as 0.03%) annually of the outstanding principal balance of each      
related Mortgage Loan as of the first day of the related Due Period together    
with investment earnings derived from principal and interest collections        
received on the Mortgage Loans on deposit in the Collection Account established 
by the Master Servicer and invested in certain eligible investments prior to    
their remittance to the Trustee on the Master Servicer Remittance Date. See     
"Description of the Certificates -- Example of Distributions." Each Servicer    
will be paid a monthly fee (a "Servicing Fee") with respect to each Mortgage    
Loan serviced by it calculated as 0.25% annually (the "Servicing Fee Rate") of  
the outstanding principal balance of each related Mortgage Loan as of the first 
day of the related Due Period.                                                  

   Each Servicer will also be entitled to receive, to the extent provided in
the applicable Servicing Agreement, additional compensation in the form of (1)  
any interest or other income earned on funds it has deposited in a custodial    
account pending remittance to the Master Servicer; (2) certain customary fees   
and charges paid by borrowers, including any Prepayment Penalty Amounts (as     
defined herein); and (3) any Prepayment Interest Excess, to the extent not      
offset by Prepayment Interest Shortfalls.                                       

   The Master Servicing Fees and the Servicing Fees are subject to reduction
as described below under "Prepayment Interest Shortfalls." See "Servicing of    
Loans -- Servicing Compensation and Payment of Expenses" in the Prospectus for  
information regarding expenses payable by the Master Servicer and the           
Servicers. The Master Servicer and the Servicers will be entitled to            
reimbursement for certain expenses prior to distribution of any amounts to      
Certificateholders. See "Servicing of Loans -- Servicing Compensation and       
Payment of Expenses" in the Prospectus.                                         

Prepayment Interest Shortfalls                                                  

When a borrower prepays a Mortgage Loan in full or in part between    
Scheduled Payment dates, the borrower pays interest on the amount prepaid only  
from the last Scheduled Payment date to the date of prepayment (or to the first 
day of the applicable month, in the case of certain prepayments), with a        
resulting reduction in interest payable for the month during which the          
prepayment is made. Any Prepayment Interest Shortfall is generally required to  
be paid by the applicable Servicer, but only to the extent that such amount     
does not exceed the total of the Servicing Fees on the Mortgage Loans serviced  
by it for the applicable Distribution Date.                                     

   Any Prepayment Interest Shortfall required to be funded but not funded by
the Servicers is required to be funded by the Master Servicer, to the extent    
that such amount does not exceed the Total Master Servicing Compensation for    
the applicable Distribution Date, through a reduction in the amount of that     
compensation.                                                                   

Advances                                                                        

    Each Servicer will generally be obligated to make Advances with respect to
delinquent payments of principal of and interest on the Mortgage Loans adjusted 
to the related Mortgage Rate less the Servicing Fee Rate, to the extent that    
such Advances, in its judgment, are reasonably recoverable from future payments 
and collections, insurance payments or proceeds of liquidation of a Mortgage    
Loan. The Master Servicer will be obligated, in its capacity as successor       
Servicer, to make any such Advances if any Servicer fails to do so, and the     
Trustee (solely in its capacity as successor servicer) will be obligated to     
make any required Advance if the Master Servicer fails in its obligation to do  
so, to the extent provided in the Trust Agreement. The Master Servicer, each    
Servicer or the Trustee, in its capacity as successor servicer, as applicable,  
will be entitled to                                                             

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recover any Advances made by it with respect to a Mortgage Loan out of late     
payments thereon or out of related liquidation proceeds and insurance proceeds  
or, if those amounts are insufficient, from collections on other Mortgage       
Loans. Such reimbursements may result in Realized Losses.                       

    The purpose of making these Advances is to maintain a regular cash flow to
the Certificateholders, rather than to guarantee or insure against losses. No   
party will be required to make any Advances with respect to reductions in the   
amount of the monthly payments on Mortgage Loans due to reductions made by a    
bankruptcy court in the amount of a Scheduled Payment owed by a borrower or a   
reduction of the applicable Mortgage Rate by application of the Relief Act.     

Collection of Taxes, Assessments and Similar Items                              

   The Servicers will, to the extent required by the related loan documents,
maintain escrow accounts for the collection of hazard insurance premiums and    
real estate taxes with respect to the Mortgage Loans, and will make advances    
with respect to delinquencies in required escrow payments by the related        
borrowers.                                                                      

Insurance Coverage                                                              

The Master Servicer and the Servicers are required to obtain and      
thereafter maintain in effect a bond, corporate guaranty or similar form of     
insurance coverage (which may provide blanket coverage), or any combination     
thereof, insuring against loss occasioned by the errors and omissions of their  
respective officers and employees.                                              

Evidence as to Compliance                                                       

 The Trust Agreement will provide that each year during which the Master
Servicer directly services any of the Mortgage Loans, as servicer, a firm of    
independent accountants will furnish a statement to the Trustee to the effect   
that such firm has examined certain documents and records relating to the       
servicing of mortgage loans similar to the Mortgage Loans by the Master         
Servicer and that, on the basis of such examination, such firm is of the        
opinion that the servicing has been conducted in accordance with the terms of   
the Trust Agreement, except for (1) exceptions as the firm believes to be       
immaterial and (2) any other exceptions set forth in such statement.            

Certain Rights Related to Foreclosure                                           

   Certain rights in connection with foreclosure of defaulted Mortgage Loans
may be granted to the holders of the Class B6 Certificates; when the Class B6   
Certificates are no longer outstanding, to the holders of the Class B5          
Certificates; and when the Class B5 Certificates are no longer outstanding, to  
the holders of the Class B4 Certificates. These rights could include (1) the    
right to delay foreclosure until a Mortgage Loan has been delinquent for six    
months, provided that upon election to delay foreclosure such holder            
establishes a reserve fund for the benefit of the Trust Fund in an amount equal 
to 125% of the greater of the Scheduled Principal Balance of such Mortgage Loan 
and the appraised value of the related Mortgaged Property, plus three months'   
accrued interest on such Mortgage Loan, (2) the right to request that the       
Master Servicer or the Servicers take certain actions with respect to defaulted 
Mortgage Loans and (3) the right to purchase certain defaulted Mortgage Loans   
from the Trust Fund. The exercise of a right to delay foreclosure could affect  
the amount recovered upon liquidation of the related Mortgaged Property.        

Trust Agreement 
General                                                                         

   The Certificates will be issued pursuant to a Trust Agreement (the "Trust
Agreement") dated as of October 1, 2000 among the Depositor, the Master         
Servicer and the Trustee. Reference is made to the Prospectus for important     
information in addition to that set forth herein regarding the terms and        
conditions of the Trust Agreement and the Offered Certificates. Offered         
Certificates in certificated form will be transferable and exchangeable at the  
Corporate Trust Office of the Trustee, which will serve as certificate          
registrar and paying agent. The Trustee will provide to a prospective or actual 
Certificateholder, without charge, on written request, a copy (without          
exhibits) of the Trust Agreement. Requests should be addressed to The Chase     
Manhattan Bank, 450 West 33rd Street, 14th Floor, New York, New York 10001,     
Attention: Capital Markets Fiduciary Services.                                  

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Assignment of Mortgage Loans                                                    

The Mortgage Loans will be assigned to the Trustee, together with all 
principal and interest received with respect to the Mortgage Loans on and after 
the Cut-off Date, other than Scheduled Payments due on that date. The Trustee   
will, concurrently with such assignment, authenticate and deliver the           
Certificates. Each Mortgage Loan will be identified in a schedule appearing as  
an exhibit to the Trust Agreement which will specify with respect to each       
Mortgage Loan, among other things, the original principal balance and the       
Scheduled Principal Balance as of the close of business on the Cut-off Date,    
the Mortgage Rate, the Scheduled Payment, and the maturity date.                

  As to each Mortgage Loan, the following documents are generally required
to be delivered to the Trustee (or its custodian) in accordance with the Trust  
Agreement: (1) the related original Mortgage Note endorsed without recourse to  
the Trustee or in blank, (2) the original Mortgage with evidence of recording   
indicated thereon, (or, if the original recorded Mortgage has not yet been      
returned by the recording office, a copy thereof certified to be a true and     
complete copy of such Mortgage sent for recording) or, in the case of a         
Cooperative Loan, the original security agreement and related documents, (3) an 
original assignment of the Mortgage to the Trustee or in blank in recordable    
form (except as described below) or, in the case of a Cooperative Loan, the     
original security agreement and related documents, (4) the policies of title    
insurance issued with respect to each Mortgage Loan (other than a Cooperative   
Loan), and (5) the originals of any assumption, modification, extension or      
guaranty agreements. It is expected that the Mortgages or assignments of        
Mortgage with respect to each Mortgage Loan (other than a Cooperative Loan)     
will have been recorded in the name of an agent on behalf of the holder of the  
related Mortgage Note. In that case, no Mortgage assignment in favor of the     
Trustee will be required to be prepared, delivered or recorded. Instead, the    
applicable Servicer will be required to take all actions as are necessary to    
cause the Trustee to be shown as the owner of the related Mortgage Loan on the  
records of the agent for purposes of the system of recording transfers of       
beneficial ownership of mortgages maintained by the agent.                      

   Pursuant to the terms of the agreements (each a "Sale Agreement") whereby
the Mortgage Loans were purchased by the Seller, each transferor of Mortgage    
Loans (a "Transferor") has made or assigned, as of each date of sale (each such 
date, a "Sale Date"), to the Seller certain representations and warranties      
concerning the related Mortgage Loans that generally include representations    
and warranties similar to those summarized in the Prospectus under the heading  
"Loan Underwriting Procedures and Standards -- Representations and Warranties." 
The Seller's rights under each Sale Agreement will be assigned to the Trustee   
for the benefit of holders of Offered Certificates. Within the period of time   
specified in the applicable Sale Agreement following its discovery of a breach  
of any representation or warranty that materially or adversely affects the      
interests of Certificateholders in a Mortgage Loan, or receipt of notice of     
such breach, the applicable Transferor will be obligated to cure such breach or 
purchase the affected Mortgage Loan from the Trust Fund for a price equal to    
the unpaid principal balance thereof plus accrued interest thereon (or, in      
certain circumstances, to substitute another mortgage loan).                    

 Pursuant to the terms of a sale and assignment agreement (the "Sale and
Assignment Agreement") whereby the Mortgage Loans will be purchased by the      
Depositor, the Seller will make to the Depositor (and the Depositor will assign 
its rights thereunder to the Trustee for the benefit of holders of Offered      
Certificates) only certain limited representations and warranties intended to   
address certain material conditions that may arise with respect to the Mortgage 
Loans between the applicable Sale Date and the Closing Date. In the event of a  
breach of any such representation or warranty that does not constitute a breach 
of any representation or warranty made by the applicable Transferor, the Seller 
will be obligated in the same manner as the Transferor, as described above.     

To the extent that any Mortgage Loan as to which a representation or  
warranty has been breached is not repurchased by the applicable Transferor or   
the Seller and a Realized Loss occurs with respect to that Mortgage Loan,       
holders of Offered Certificates, in particular the Offered Subordinate          
Certificates, may incur a loss.                                                 

Voting Rights                                                                   

  The Interest-Only Certificates will be allocated 5% of the voting rights
under the Trust Agreement, and the remaining Classes of Certificates will be    
allocated 95% of the voting rights. Voting rights will be allocated among the   
Classes of Certificates other than Interest-Only Certificates in proportion to  
their respective Class Principal Amounts, and among Certificates of each Class  
in proportion to their Percentage Interests.                                    

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Yield, Prepayment and Weighted Average Life 

General                                                                         

The yields to maturity (or to early termination) of the Senior        
Certificates will be affected by the rate of principal payments (including      
prepayments, which may include amounts received by virtue of repurchase,        
condemnation, insurance or foreclosure) on the Mortgage Loans in the related    
Mortgage Pool, and the yields on the Subordinate Certificates will be affected  
by the rate of principal payments on the Mortgage Loans in all three Mortgage   
Pools. Yields will also be affected by the amount and timing of borrower        
delinquencies and defaults resulting in Realized Losses on the Mortgage Loans   
in the related Mortgage Pool, in the case of the Senior Certificates, or on all 
the Mortgage Loans, in the case of the Subordinate Certificates, the purchase   
prices for such Certificates and other factors.                                 

Principal prepayments may be influenced by a variety of economic,     
geographic, demographic, social, tax, legal and other factors. In general, if   
prevailing interest rates fall below the interest rates on the Mortgage Loans,  
the Mortgage Loans are likely to be subject to higher prepayments than if       
prevailing rates remain at or above the interest rates on the Mortgage Loans.   
Conversely, if prevailing interest rates rise above the interest rates on the   
Mortgage Loans, the rate of prepayment would be expected to decrease. Other     
factors affecting prepayment of the Mortgage Loans include such factors as      
changes in borrowers' housing needs, job transfers, unemployment, borrowers'    
net equity in the mortgaged properties, changes in the value of the mortgaged   
properties, mortgage market interest rates and servicing decisions. The         
Mortgage Loans generally have due-on-sale clauses.                              

The Pool 1 Mortgage Loans, the Pool 2 Mortgage Loans and the Pool 3   
Mortgage Loans have interest rates that first adjust after an initial period of 
three, five and seven years, respectively, following origination and then       
adjust annually thereafter. The likelihood of prepayment on any Mortgage Loan   
will increase on or about the date of the first adjustment of the related       
Mortgage Rate.                                                                  

    Approximately 26.27% of the Pool 1 Mortgage Loans and approximately 32.77%
of the Pool 2 Mortgage Loans provide for payment by the borrower of a           
prepayment premium (each, a "Prepayment Penalty Amount") during the first one   
to five years after origination (the "Penalty Period"). In any twelve-month     
period during the Penalty Period, the borrower may generally prepay up to 20%   
of the original principal balance of that Mortgage Loan without penalty. The    
penalty for prepayments in excess of 20% of the original principal balance will 
generally be equal to six months' interest on any amount prepaid in excess of   
20%. No Prepayment Penalty Amount is assessed for any prepayment made after the 
applicable Penalty Period or if that prepayment is concurrent with the sale of  
the Mortgaged Property. These Prepayment Penalty Amounts may have the effect of 
reducing the amount or the likelihood of prepayment on the Mortgage Loans with  
Prepayment Penalty Amounts during the applicable Penalty Period.                

    The rate of principal payments on the Mortgage Loans will also be affected
by the amortization schedules of the Mortgage Loans, the rate and timing of     
prepayments thereon by the borrowers, liquidations of defaulted Mortgage Loans  
and repurchases of Mortgage Loans due to certain breaches of representations    
and warranties or defective documentation. The timing of changes in the rate of 
prepayments, liquidations and repurchases of the related Mortgage Loans may,    
and the timing of Realized Losses will, significantly affect the yield to an    
investor, even if the average rate of principal payments experienced over time  
is consistent with an investor's expectation. Because the rate and timing of    
principal payments on the Mortgage Loans will depend on future events and on a  
variety of factors (as described more fully herein and in the Prospectus under  
"Yield, Prepayment and Maturity Considerations"), no assurance can be given as  
to such rate or the timing of principal payments on the Offered Certificates.   
In general, the earlier a prepayment of principal of the related Mortgage       
Loans, the greater the effect on an investor's yield. 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 the period immediately         
following the issuance of the Certificates may not be offset by a subsequent    
like decrease (or increase) in the rate of principal payments.                  

   The rate and timing of principal prepayments on the Mortgage Loans in any
Mortgage Pool, which have Mortgage Rates and original terms to maturity that    
differ from those of the Mortgage Loans in the other Mortgage Pools, may differ 
significantly from the rate and timing of prepayments on the Mortgage Loans in  
the other Mortgage Pools.                                                       

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    From time to time, areas of the United States may be affected by flooding,
severe storms, landslides, wildfires, earthquakes or other natural disasters.   
Under the Sale and Assignment Agreement, the Seller will represent and warrant  
that as of the Closing Date each Mortgaged Property was free of material        
damage. In the event of an uncured breach of this representation and warranty   
that materially and adversely affects the interests of Certificateholders, the  
Seller will be required to repurchase the affected Mortgage Loan or substitute  
another mortgage loan therefor. If any damage caused by flooding, storms,       
wildfires, landslides or earthquakes (or other cause) occurs after the Closing  
Date, the Seller will not have any repurchase obligation. In addition, the      
standard hazard policies covering the Mortgaged Properties generally do not     
cover damage caused by earthquakes, flooding and landslides, and earthquake,    
flood or landslide insurance may not have been obtained with respect to such    
Mortgaged Properties. As a consequence, Realized Losses could result. To the    
extent that the insurance proceeds received with respect to any damaged         
Mortgage Properties are not applied to the restoration thereof, the proceeds    
will be used to prepay the related Mortgage Loans in whole or in part. Any      
repurchases or repayments of the Mortgage Loans may reduce the weighted average 
lives of the Offered Certificates and will reduce the yields on the Offered     
Certificates to the extent they are purchased at a premium.                     

Prepayments, liquidations and repurchases of the Mortgage Loans will  
result in distributions to holders of the related Certificates of principal     
amounts that would otherwise be distributed over the remaining terms of such    
Mortgage Loans. The rate of defaults on the Mortgage Loans will also affect the 
rate and timing of principal payments on the Mortgage Loans. In general,        
defaults on mortgage loans are expected to occur with greater frequency in      
their early years.                                                              

As described herein, approximately 15.78% and 20.27% of the Pool 1 and
Pool 2 Mortgage Loans, respectively, do not provide for monthly payments of     
principal for the first ten years following origination. Instead, only monthly  
payments of interest are due during such period. Other considerations aside,    
due to such characteristics, borrowers may be disinclined to prepay such loans  
during such ten year period. In addition, because no principal is due on such   
loans for their initial ten year period, the Certificates will amortize at a    
slower rate during such period than would otherwise be the case. Thereafter,    
when the monthly payments on such loans are recalculated on the basis of a      
twenty year, level payment amortization schedule as described herein, principal 
payments on the Certificates are expected to increase correspondingly, and, in  
any case, at a faster rate than if payments on the underlying loans were        
calculated on the basis of a thirty year amortization schedule. Notwithstanding 
the foregoing, no assurance can be given as to any prepayment rate on the       
Mortgage Loans.                                                                 

As described under "Description of the Certificates" herein, the      
applicable Non-AP Percentage (or, in the case of Pool 1, 100%) of the amount of 
principal prepayments on the Mortgage Loans in each Mortgage Pool will be       
allocated to the related Senior Certificates (other than, in the case of        
Certificate Group 2 and Certificate Group 3, the related Class AP               
Certificates), as a group, during the first five years following the Closing    
Date (except as described herein).                                              

 The yields on the Offered Certificates may be adversely affected by Net
Prepayment Interest Shortfalls. The yields on the Class 2-A1, Class 2-A2 and    
Class 2-A3 Certificates will be affected by the level of LIBOR from time to     
time.                                                                           

   The yields on the Class 1-A1 and Class 1-A2 Certificates will be affected
by the exercise by holders of the Call Certificates of their right to purchase  
the Class 1-A1 or Class 1-A2 Certificates, as applicable, as described under    
"Description of the Certificates -- Optional Purchase of the Class 1-A1 and     
Class 2-A1 Certificates or by their failure to exercise that right. Investors   
should anticipate that the call rights will be exercised if the call price is   
less than the value of the Class 1-A1 or Class 2-A1 Certificates in the         
secondary market, and will not be exercised if the call price is greater than   
such value. Yields on the Offered Certificates will also be affected by the     
exercise by the Depositor of its right to repurchase the Mortgage Loans as      
described under "Description of the Certificates -- Optional Purchase of the    
Mortgage Loans" herein, or by the failure of the Depositor to exercise that     
right. Prospective purchasers of Group 3 Certificates should consider that      
disproportionately high rates of prepayments of Mortgage Loans in Pool 1 and    
Pool 2 could result in the Depositor exercising its right to repurchase the     
Mortgage Loans even though a substantial proportion of the Pool 3 Mortgage      
Loans remain outstanding.                                                       

  If the purchaser of a Certificate offered at a discount from its initial
principal amount, particularly the Principal-Only Certificates, calculates its  
anticipated yield to maturity (or early termination) based on an                

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assumed rate of payment of principal that is faster than that actually          
experienced on the related Mortgage Loans, the actual yield may be lower than   
that so calculated. Investors in the Principal-Only Certificates should         
carefully consider that a slower than anticipated rate of prepayment on the     
Discount Mortgage Loans in the related Mortgage Pool could result in an actual  
yield that is lower than the anticipated yield. Conversely, if the purchaser of 
a Certificate offered at a premium, particularly an Interest-Only Certificate,  
calculates its anticipated yield based on an assumed rate of payment of         
principal that is slower than that actually experienced on the related Mortgage 
Loans, the actual yield may be lower than that so calculated. Investors in the  
Interest-Only Certificates should carefully consider that a faster than         
anticipated rate of prepayments on the Mortgage Loans in the related Mortgage   
Pool could result in an actual yield that is lower than the anticipated yield,  
and could result in the failure of such investors to fully recover their        
initial investments. See "Risk Factors -- Special Risks for Certain Classes of  
Certificates."                                                                  

    The effective yield to holders of the Offered Certificates (other than the
Class 2-A1 and Class 2-A3 Certificates) will be lower than the yield otherwise  
produced by the applicable Interest Rate and the related purchase price because 
monthly distributions will not be payable to such holders until the 25th day of 
the month (or the immediately following Business Day if such day is not a       
Business Day) following the month in which interest accrues on the Mortgage     
Loans (without any additional distribution of interest or earnings thereon in   
respect of such delay).                                                         

Sensitivity of Certain Classes of Certificates                                  

    Sensitivity of the LIBOR Certificates. The yields of the Class 2-A1, Class
2-A2 and Class 2-A3 Certificates will be highly sensitive to the level of       
LIBOR. Investors in the Class 2-A1 and Class 2-A2 Certificates should consider  
the risk that lower than anticipated levels of LIBOR could result in actual     
yields that are lower than anticipated yields on those Certificates. The        
maximum Interest Rate on the Class 2-A1 and Class 2-A2 Certificates is the      
lesser of 9.00% (which would occur whenever LIBOR equals or exceeds 8.40% for   
any relevant Accrual Period other than the first Accrual Period) and the        
Adjusted Net WAC for Pool 2.                                                    

  Conversely, investors in the Class 2-A3 Certificates should consider (1)
the risk that higher than anticipated levels of LIBOR could result in actual    
yields that are lower than anticipated yields, and (2) the fact that Interest   
Rate on the Class 2-A3 Certificates can fall as low as 0.00% (which will occur, 
subject to the Adjusted Net WAC for Pool 2, whenever LIBOR equals or exceeds    
8.40% for any relevant Accrual Period other than the first Accrual Period). An  
investor considering the purchase of a Class 2-A3 Certificate in the            
expectation that LIBOR will decline over time, thus increasing the Interest     
Rate on that Class, should also consider the risk that if mortgage interest     
rates decline concurrently with LIBOR, the Mortgage Loans may experience rapid  
rates of prepayments; this may result in a rapid decline in the Class Notional  
Amount of the Class 2-A3 Certificates, which is based on the Class Principal    
Amount of the Class 2-A1 and Class 2-A2 Certificates. In particular, this could 
result in the failure of investors in the Class 2-A3 Certificate to fully       
recover their investment.                                                       

   Levels of LIBOR may have little or no correlation to levels of prevailing
mortgage interest rates. It is possible that lower prevailing mortgage interest 
rates, which might be expected to result in faster prepayments, could occur     
concurrently with an increased level of LIBOR. Conversely, higher prevailing    
mortgage interest rates, which might be expected to result in slower            
prepayments, could occur concurrently with a decreased level of LIBOR. In       
addition, the timing of changes in the level of LIBOR may affect the actual     
yield to maturity to an investor in the LIBOR Certificates even if the average  
level is consistent with the investor's expectation. In general, the earlier a  
change in the level of LIBOR, the greater the effect on the investor's yield to 
maturity. As a result, the effect on an investor's yield to maturity of a level 
of LIBOR that is higher (or lower) than the rate anticipated by that investor   
during the period immediately following the issuance of the certificates is not 
likely to be offset by a subsequent like reduction (or increase) in the level   
or LIBOR.                                                                       

  Sensitivity of Principal-Only and Interest-Only Certificates. The yields
of the Class 2-AP and Class 3-AP Certificates will be sensitive, and the yields 
of the Class 1-AX, Class 2-AX, Class 2-A3 and Class 3-AX Certificates will be   
extremely sensitive, to the rate and timing of principal prepayments on the     
Pool 1 Mortgage Loans, in the case of the Class 1-AX Certificates; on the Pool  
2 Mortgage Loans, in the case of the Class 2-AP, Class 2-AX and Class 2-A3      
Certificates; and on the Pool 3 Mortgage Loans, in the Class 3-AP and Class     
3-AX Certificates. In particular, investors should consider that the yields on  
the Class 1-AX, Class 2-AX and Class 3-AX Certificates will be extremely        
sensitive to a faster than expected rate of prepayments on                      

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mortgage loans in pool 1 having Net Mortgage Rates higher than 7.25%, in the    
case of the Class 1-AX Certificates, mortgage loans in pool 2 having Net        
Mortgage Rates higher than 9.00%, in the case of the Class 2-AX Certificates,   
and mortgage loans in pool 3 having Net Mortgage Rates higher than 7.00%, in    
the case of the Class 3-AX Certificates.                                        

Prospective investors in the Class AP Certificates should consider the
risk that a slower than anticipated rate of prepayments (including              
liquidations, insurance payments and repurchases due to breaches of             
representations and warranties) on the Discount Mortgage Loans in the related   
Mortgage Pool, which have Mortgage Rates that are lower than those of the other 
Mortgage Loans in their respective Mortgage Pools and may therefore be less     
likely to prepay, could result in actual yields that are lower than the         
anticipated yields. Prospective investors in the Class AP Certificates should   
also consider the effect of the rate of prepayments of the Mortgage Loans that  
provide only for monthly payments of interest for the first ten years following 
origination. See "Risk Factors -- Mortgage Loans with Interest-Only Payments."  

  Prospective investors in the Interest-Only Certificates should carefully
consider the risk that a faster than anticipated rate of prepayments on the     
Mortgage Loans in the related Mortgage Pool could result in actual yields that  
are lower than the anticipated yields, and could result in the failure of such  
investors to fully recover their initial investments.                           

To illustrate the significance of prepayments on the yields on these  
Certificates, the following tables indicate the pre-tax yields to maturity (on  
a corporate bond equivalent basis) and weighted average lives under the         
specified assumptions at the constant percentages of the Prepayment Assumption  
(as described below) shown. The yields shown were calculated by determining the 
monthly discount rates that, when applied to the assumed streams of cash flows  
to be paid on the applicable Class of Certificates, would cause the discounted  
present value of such assumed streams of cash flows to equal the assumed        
aggregate purchase price of such Class and converting such monthly rates to     
corporate bond equivalent rates. These calculations do not take into account    
variations that may occur in the interest rates at which investors may be able  
to reinvest funds received by them as distributions on such Certificates and    
consequently do not purport to reflect the return on any investment in any such 
Class of Certificates when such reinvestment rates are considered. The weighted 
average lives shown were determined by (1) multiplying the net reduction, if    
any, of the applicable Class Principal Amount by the number of years from the   
date of issuance of the applicable Class of Certificates to the related         
Distribution Date, (2) adding the results and (3) dividing the sum by the       
aggregate of the net reductions of Class Principal Amount described in clause   
(1) above. It is unlikely that any of the Pool 1, Pool 2 or Pool 3 Mortgage     
Loans will prepay at any of the assumed constant rates shown or at any other    
constant rate until maturity. (Such weighted average lives are shown for        
illustrative purposes only in the case of the Class 1-AX, Class 2-AX, Class     
2-A3 and Class 3-AX Certificates. Such Certificates are not entitled to         
distributions of principal and therefore have no weighted average lives.) The   
timing of changes in the rate of prepayments may significantly affect the       
actual yields to maturity and weighted average lives, even if the average rate  
of principal prepayments is consistent with an investor's expectation.          

Each of the following tables was prepared on the basis of the         
characteristics of the Mortgage Loans expected to be included in Pool 1, Pool 2 
and Pool 3, the Modeling Assumptions set forth under "-- Weighted Average Life" 
below, except as described in this paragraph, and the additional assumptions    
that (1) the applicable assumed purchase price, exclusive of accrued interest   
for each Class of Certificates is as set forth below and (2) the initial Class  
Principal Amounts of the Class 2-AP and Class 3-AP Certificates and the initial 
Class Notional Amounts and Certificate Interest Rates of the Class 1-AX, Class  
2-AX, Class 2-A3 and Class 3-AX Certificates are as set forth or described      
herein. The tables relating to the Class 1-AX, Class 2-AX, Class 2-A3 and Class 
3-AX Certificates were prepared on the basis of the assumption that the holders 
of the Call Certificates exercise their right to purchase the Class 1-A1 or     
Class 2-A1 Certificates, as applicable on the first Distribution Date on which  
they are entitled to do so. The tables relating to the Class 2-AP and Class     
3-AP Certificates were prepared on the basis of the assumption that the holders 
of the Call Certificates do not exercise their right to purchase the Class 1-A1 
or Class 2-A1 Certificates, as applicable.                                      

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Pre-Tax Yield* to Maturity of the Class 1-AX Certificates 
(Assumed Purchase Price Percentage: 2.148%) 

                                                        [Enlarge/Download Table]

                                                      Percentage of Prepayment Assumption              
                                         --------------------------------------------------------------
                                             0%           50%         100%         150%         200%   
                                         ----------   ----------   ----------   ----------   ----------
                                                                                                       
Yield* .................................     50.16        38.04        25.09        11.06       (4.42) 
Weighted Average Life in Years .........      2.7          2.4          2.0          1.7          1.5  

-----------                                                                     
* Corporate bond equivalent basis                                               

Pre-Tax Yield* to Maturity of the Class 2-AX Certificates 
(Assumed Purchase Price Percentage: 0.104%) 

                                                        [Enlarge/Download Table]

                                                      Percentage of Prepayment Assumption              
                                         --------------------------------------------------------------
                                             0%           50%         100%         150%         200%   
                                         ----------   ----------   ----------   ----------   ----------
                                                                                                       
Yield* .................................     52.83        40.46        27.08        12.28       (4.89) 
Weighted Average Life in Years .........      4.5          3.6          2.8          2.2          1.7  

-----------                                                                     
* Corporate bond equivalent basis                                               

Pre-Tax Yield* to Maturity of the Class 2-A3 Certificates 
(Assumed Purchase Price Percentage: 2.871%) 

                                                        [Enlarge/Download Table]

                                                      Percentage of Prepayment Assumption             
                                         -------------------------------------------------------------
                                             0%           50%         100%         150%         200%  
                                         ----------   ----------   ----------   ----------   ---------
                                                                                                      
Yield* .................................     63.63        50.80        36.96        21.69        4.12 
Weighted Average Life in Years .........      4.5          3.6          2.8          2.2         1.7  

-----------                                                                     
* Corporate bond equivalent basis                                               

Pre-Tax Yield* to Maturity of the Class 2-AP Certificates 
(Assumed Purchase Price Percentage: 72.000%)  

                                                        [Enlarge/Download Table]

                                                     Percentage of Prepayment Assumption            
                                         -----------------------------------------------------------
                                             0%         50%         100%        150%         200%   
                                         ---------   ---------   ---------   ----------   ----------
                                                                                                    
Yield* .................................  1.60       5.32        9.55        14.01        19.04     
Weighted Average Life in Years ......... 21.0        6.9         3.9          2.7          2.0      

-----------                                                                     
* Corporate bond equivalent basis                                               

Pre-Tax Yield* to Maturity of the Class 3-AX Certificates 
(Assumed Purchase Price Percentage: 3.011%) 

                                                        [Enlarge/Download Table]

                                                      Percentage of Prepayment Assumption             
                                         -------------------------------------------------------------
                                             0%           50%         100%         150%        200%   
                                         ----------   ----------   ----------   ---------   ----------
                                                                                                      
Yield* ................................. 37.16        27.85        18.00        7.43        (4.18)    
Weighted Average Life in Years .........  6.1          4.8          3.7         2.9           2.3     

-----------                                                                     
* Corporate bond equivalent basis                                               

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Pre-Tax Yield* to Maturity of the Class 3-AP Certificates 
(Assumed Purchase Price Percentage: 68.00%) 

                                                        [Enlarge/Download Table]

                                                     Percentage of Prepayment Assumption            
                                         -----------------------------------------------------------
                                             0%         50%         100%        150%         200%   
                                         ---------   ---------   ---------   ----------   ----------
                                                                                                    
Yield* .................................  2.03       5.92        9.99        14.17        18.81     
Weighted Average Life in Years ......... 19.7        7.4         4.4          3.2          2.5      

-----------                                                                     
* Corporate bond equivalent basis                                               

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The Pool 1, Pool 2 and Pool 3 Mortgage Loans may not have the         
characteristics assumed for purposes of the tables above, and there can be no   
assurance that the Mortgage Loans will prepay at any of the constant rates      
assumed, that the actual pre-tax yields to maturity and weighted average lives  
for the Principal-Only or Interest-Only Certificates will correspond to any of  
the calculated yields and weighted average lives shown herein, or that the      
purchase prices of such Certificates will be as assumed. Each investor should   
make its own determination as to the appropriate assumptions to be used and     
factors to be considered in deciding whether to purchase a Principal-Only or    
Interest-Only Certificate.                                                      

Subordination of the Offered Subordinate Certificates                           

    On each Distribution Date, the holders of Certificates having a relatively
higher priority of distribution will have a preferential right to receive       
amounts of interest and principal from the related Mortgage Pool or Mortgage    
Pools on such Distribution Date before any distributions are made from the      
related Mortgage Pool or Mortgage Pools on any Class of Certificates            
subordinate to such higher ranking Class, as described herein. As a result, the 
yields to maturity and the aggregate amount of distributions on the Class B1,   
Class B2 and Class B3 Certificates will be more sensitive than the yields of    
higher ranking Certificates to the rate of delinquencies and defaults on the    
Mortgage Loans.                                                                 

  As more fully described herein, the principal portion of Realized Losses
(other than Excess Losses) on the Mortgage Loans in each Mortgage Pool will be  
allocated first to the lower ranking Components relating to that Mortgage Pool, 
then to the higher ranking Components relating to that Mortgage Pool, in        
inverse order of priority, until the Component Principal Amount of each such    
Component has been reduced to zero, before any such Realized Losses will be     
allocated to the Senior Certificates of the related Certificate Group. The      
interest portion of Realized Losses on the Mortgage Loans in a Mortgage Pool    
(other than Excess Losses) will reduce the amount available for distribution on 
the related Distribution Date to the lowest ranking related Component           
outstanding on such date.                                                       

Weighted Average Life                                                           

Weighted average life refers to the average amount of time that will  
elapse from the date of issuance of a security to the date of distribution to   
the investor of each dollar distributed in net reduction of principal of such   
security (assuming no losses). The weighted average lives of the Offered        
Certificates will be influenced by, among other things, the rate at which       
principal of the related Mortgage Loans is paid, which may be in the form of    
scheduled amortization, prepayments or liquidations.                            

    Prepayments on mortgage loans are commonly measured relative to a constant
prepayment standard or model. The model used in this Prospectus Supplement for  
the Mortgage Loans is a prepayment assumption (the "Prepayment Assumption")     
that represents an assumed rate of prepayment each month relative to the then   
outstanding principal balance of the related pool of Mortgage Loans for the     
life of such Mortgage Loans. A 100% Prepayment Assumption for Pool 1 and Pool 2 
assumes a constant prepayment rate of 18% per annum of the outstanding          
principal balance of such Mortgage Loans until the eighth month prior to the    
weighted average of the first adjustment dates of the Mortgage Loans in Pool 1  
and Pool 2, respectively, and an additional 1.5% in each month thereafter for   
the next eight months; and in each month thereafter during the life of such     
Mortgage Loans, a constant prepayment rate of 30% per annum is assumed. A 100%  
Prepayment Assumption for Pool 3 assumes a constant prepayment rate of 15% per  
annum of the outstanding principal balance of such Mortgage Loans until the     
eighth month prior to the weighted average of the first adjustment dates of the 
Mortgage Loans in Pool 3, and an addition 1.875% in each month thereafter for   
the next eight months; and in each month thereafter during the life of such     
Mortgage Loans, a constant prepayment rate of 30% is assumed. As used in the    
tables below, a 0% Prepayment Assumption assumes prepayment rates equal to 0%   
of the Prepayment Assumption, i.e. no prepayments; a 50% Prepayment Assumption  
assumes prepayment rates equal to 50% of the Prepayment Assumption, and so      
forth. The Prepayment Assumption does not purport to be either a historical     
description of the prepayment experience of either pool of mortgage loans or a  
prediction of the anticipated rate of prepayment of any mortgage loans,         
including the Mortgage Loans to be included in the Trust Fund.                  

The following tables were prepared based on the following assumptions 
(collectively, the "Modeling Assumptions"): (1) the initial Class Principal     
Amounts and the Interest Rates are as described in this Prospectus Supplement;  
(2) each Scheduled Payment of principal and/or interest is timely received on   
the first                                                                       

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day of each month commencing in November 2000; (3) principal prepayments are    
received in full on the last day of each month commencing in October 2000 and   
there are no Net Prepayment Interest Shortfalls; (4) there are no defaults or   
delinquencies on the Mortgage Loans; (5) there are no repurchases or            
substitutions of the Mortgage Loans; (6) the One-Year CMT Index is equal to     
6.02%; (7) there is no optional termination of the Trust Fund; (8) the          
Certificates are issued on October 30, 2000; (9) Distribution Dates occur on    
the 25th day of each month commencing in November 2000; and (10) the Mortgage   
Loans comprise three Mortgage Pools consisting of eight Mortgage Loans having   
the following characteristics:                                                  

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ASSUMED MORTGAGE LOAN CHARACTERISTICS*  

                                                        [Enlarge/Download Table]

                                                                                  Weighted                 
                                                                                  Average                  
                                                                                 Remaining                 
                                            Current Gross       Current Net       Term to                  
                           Principal        Mortgage Rate         Mortgage        Maturity                 
Amortization              Balance ($)            (%)             Rate (%)**       (months)                 
--------------------  ------------------  -----------------  -----------------  -----------                
                                                                                                           
Pool 1                                                                                                     
Adjustable (IO)***     13,194,703.96      8.8878115417       8.6213115417          358                     
Adjustable .........   70,447,564.35      8.9953282745       8.7263361780          357                     
Pool 2                                                                                                     
Adjustable (IO)***     14,494,515.74      8.6771716925       8.4080853695          356                     
Adjustable .........   52,888,470.30      8.7149626304       8.4481562319          356                     
Adjustable (IO)***      2,436,163.46      9.5715002504       9.2903255373          355                     
Adjustable .........   13,718,000.14      9.5578886966       9.2895680266          356                     
Pool 3                                                                                                     
Adjustable .........      429,119.39      7.1902608939       6.9237608939          347                     
Adjustable .........  117,050,399.14      8.5482147887       8.2366677144          353                     


                                      S-70                                                                 
                        Weighted     Weighted                                                              
                        Average      Average                                                               
                        Original    Remaining                                                              
                        Interest     Interest     Next Rate      Gross      Initial     Maximum            
                       Only Term    Only Term    Adjustment     Margin     Periodic    Rate Cap    Minimum 
Amortization            (months)     (months)       Date          (%)       Cap (%)       (%)      Rate (%)
--------------------  -----------  -----------  ------------  ----------  ----------  ----------  ---------
                                                                                                           
Pool 1                                                                                                     
Adjustable (IO)***       120          118        07/01/03     2.750       2.000       14.888      2.750    
Adjustable .........      NA           NA        07/01/03     2.751       2.014       14.995      2.796    
Pool 2                                                                                                     
Adjustable (IO)***       120          116        06/01/05     2.511       2.000       14.677      2.511    
Adjustable .........      NA           NA        05/01/05     2.524       2.011       14.700      2.554    
Adjustable (IO)***       120          115        05/01/05     2.500       2.000       15.572      2.500    
Adjustable .........      NA           NA        06/01/05     2.537       2.000       15.558      2.537    
Pool 3                                                                                                     
Adjustable .........      NA           NA        08/01/06     2.750       3.000       12.190      2.750    
Adjustable .........      NA           NA        02/01/07     2.750       3.238       13.548      2.750    

* Each of the assumed Mortgage Loans; (i) has a weighted average original term
to maturity of 360 months, (ii) has a Mortgage Rate that is based on One Year   
CMT and resets every 12 months, and (iii) has a subsequent periodic cap equal   
to 2.000%.                                                                      

** The Current Net Mortgage Rate equals the Current Gross Mortgage Rate less  
(i) the applicable Servicing Fee Rate and (ii) any applicable PMI Premium Rate, 
(iii) the Trustee Fee Rate and (iv) the Master Servicing Fee Rate.              

*** These Mortgage Loans are not entitled to monthly payments of principal for  
the first ten years following origination. Thereafter, monthly payments of      
principal will be made in equal amounts sufficient to amortize the principal    
balance of such Mortgage Loans over the remaining 240 months to maturity.       

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The actual characteristics of the Mortgage Loans will differ from the 
assumptions used in constructing the tables set forth below, which are          
hypothetical in nature and are provided only to give a general sense of how the 
principal cash flows might behave under varying prepayment scenarios. For       
example, it is not expected that the Mortgage Loans will prepay at a constant   
rate until maturity, that all of the Mortgage Loans will prepay at the same     
rate or that there will be no defaults or delinquencies on the Mortgage Loans.  
Moreover, the diverse remaining terms to maturity of the Mortgage Loans could   
produce slower or faster principal distributions than indicated in the tables   
at the various percentages of the Prepayment Assumption specified, even if the  
weighted average remaining term to maturity of the Mortgage Loans is as         
assumed. Any difference between such assumptions and the actual characteristics 
and performance of the Mortgage Loans, or actual prepayment or loss experience, 
will cause the percentages of initial Class Principal Amounts outstanding over  
time and the weighted average lives of the Offered Certificates to differ       
(which difference could be material) from the corresponding information in the  
tables for each indicated percentage of Prepayment Assumption.                  

   Subject to the foregoing discussion and assumptions, the following tables
indicate the weighted average lives of the Offered Certificates and set forth   
the percentages of the initial Class Principal Amounts of the Offered           
Certificates that would be outstanding after each of the Distribution Dates     
shown at various percentages of the Prepayment Assumption.                      

  The weighted average life of an Offered Certificate is determined by (1)
multiplying the net reduction, if any, of the applicable Class Principal Amount 
by the number of years from the date of issuance of the Offered Certificate to  
the related Distribution Date, (2) adding the results and (3) dividing the sum  
by the aggregate of the net reductions of Class Principal Amount described in   
(1) above.                                                                      

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Percentage of Initial Class Principal Amount of the Offered Certificates  
Outstanding at the Following Percentages of the Prepayment Assumption 

                                                        [Enlarge/Download Table]

                                                         Class 1-A1 Certificates               
                                          -----------------------------------------------------
Distribution Date                             0%         50%       100%       150%       200%  
----------------------------------------  ---------   --------   --------   --------   --------
                                                                                               
Initial Percentage .....................      100        100        100        100        100  
October 2001 ...........................       99         90         80         70         61  
October 2002 ...........................       99         80         63         48         35  
October 2003 ...........................       98         67         43         24         10  
October 2004 ...........................       97         55         27          9          0  
October 2005 ...........................       96         45         16          1          0  
October 2006 ...........................       95         37         10          0          0  
October 2007 ...........................       94         31          5          0          0  
October 2008 ...........................       93         25          3          0          0  
October 2009 ...........................       92         21          2          0          0  
October 2010 ...........................       91         18          1          0          0  
October 2011 ...........................       89         15          1          0          0  
October 2012 ...........................       87         12          1          0          0  
October 2013 ...........................       85         10          *          0          0  
October 2014 ...........................       82          8          *          0          0  
October 2015 ...........................       80          7          *          0          0  
October 2016 ...........................       77          6          *          0          0  
October 2017 ...........................       74          5          *          0          0  
October 2018 ...........................       71          4          *          0          0  
October 2019 ...........................       67          3          *          0          0  
October 2020 ...........................       63          2          *          0          0  
October 2021 ...........................       59          2          *          0          0  
October 2022 ...........................       54          2          *          0          0  
October 2023 ...........................       49          1          *          0          0  
October 2024 ...........................       44          1          *          0          0  
October 2025 ...........................       38          1          *          0          0  
October 2026 ...........................       31          *          *          0          0  
October 2027 ...........................       24          *          *          0          0  
October 2028 ...........................       16          *          *          0          0  
October 2029 ...........................        7          *          *          0          0  
October 2030 ...........................        0          0          0          0          0  
                                              ---        ---        ---        ---        ---  
Weighted Average Life in Years .........      21.0        6.0        3.0        2.0        1.5 

-----------                                                                     
* Indicates a value between 0.0% and 0.5%.                                      

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Percentage of Initial Class Principal Amount of the Offered Certificates  
Outstanding at the Following Percentages of the Prepayment Assumption 

                                                        [Enlarge/Download Table]

                                                         Class 2-A1 Certificates               
                                          -----------------------------------------------------
Distribution Date                             0%         50%       100%       150%       200%  
----------------------------------------  ---------   --------   --------   --------   --------
                                                                                               
Initial Percentage .....................      100        100        100        100        100  
October 2001 ...........................       99         90         80         70         60  
October 2002 ...........................       99         80         63         48         35  
October 2003 ...........................       98         72         50         33         19  
October 2004 ...........................       97         63         38         20          8  
October 2005 ...........................       97         52         24          7          0  
October 2006 ...........................       96         43         15          1          0  
October 2007 ...........................       95         35          9          0          0  
October 2008 ...........................       93         29          5          0          0  
October 2009 ...........................       92         24          3          0          0  
October 2010 ...........................       91         20          2          0          0  
October 2011 ...........................       89         17          2          0          0  
October 2012 ...........................       87         14          1          0          0  
October 2013 ...........................       85         12          1          0          0  
October 2014 ...........................       82         10          1          0          0  
October 2015 ...........................       80          8          *          0          0  
October 2016 ...........................       77          6          *          0          0  
October 2017 ...........................       74          5          *          0          0  
October 2018 ...........................       70          4          *          0          0  
October 2019 ...........................       67          3          *          0          0  
October 2020 ...........................       63          3          *          0          0  
October 2021 ...........................       58          2          *          0          0  
October 2022 ...........................       54          2          *          0          0  
October 2023 ...........................       48          1          *          0          0  
October 2024 ...........................       43          1          *          0          0  
October 2025 ...........................       37          1          *          0          0  
October 2026 ...........................       30          *          *          0          0  
October 2027 ...........................       23          *          *          0          0  
October 2028 ...........................       15          *          *          0          0  
October 2029 ...........................        6          *          *          0          0  
October 2030 ...........................        0          0          0          0          0  
                                              ---        ---        ---        ---        ---  
Weighted Average Life in Years .........      20.9        6.5        3.5        2.3        1.7 

-----------                                                                     
* Indicates a value between 0.0% and 0.5%.                                      

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Percentage of Initial Class Principal Amount of the Offered Certificates  
Outstanding at the Following Percentages of the Prepayment Assumption 

                                                        [Enlarge/Download Table]

                                                         Class 2-AP Certificates               
                                          -----------------------------------------------------
Distribution Date                             0%         50%       100%       150%       200%  
----------------------------------------  ---------   --------   --------   --------   --------
                                                                                               
Initial Percentage .....................      100        100        100        100        100  
October 2001 ...........................       99         90         82         73         64  
October 2002 ...........................       99         82         66         53         40  
October 2003 ...........................       98         74         54         38         26  
October 2004 ...........................       97         66         43         27         15  
October 2005 ...........................       97         56         30         15          6  
October 2006 ...........................       96         47         21          8          2  
October 2007 ...........................       95         40         14          4          1  
October 2008 ...........................       94         33         10          2          *  
October 2009 ...........................       92         28          7          1          *  
October 2010 ...........................       91         23          5          1          *  
October 2011 ...........................       89         19          3          *          *  
October 2012 ...........................       87         16          2          *          *  
October 2013 ...........................       85         13          2          *          *  
October 2014 ...........................       82         11          1          *          *  
October 2015 ...........................       80          9          1          *          *  
October 2016 ...........................       77          7          *          *          *  
October 2017 ...........................       74          6          *          *          *  
October 2018 ...........................       70          5          *          *          *  
October 2019 ...........................       67          4          *          *          0  
October 2020 ...........................       63          3          *          *          0  
October 2021 ...........................       58          3          *          *          0  
October 2022 ...........................       54          2          *          *          0  
October 2023 ...........................       48          2          *          *          0  
October 2024 ...........................       43          1          *          *          0  
October 2025 ...........................       37          1          *          *          0  
October 2026 ...........................       30          1          *          0          0  
October 2027 ...........................       23          *          *          0          0  
October 2028 ...........................       15          *          *          0          0  
October 2029 ...........................        6          *          *          0          0  
October 2030 ...........................        0          0          0          0          0  
                                              ---        ---        ---        ---        ---  
Weighted Average Life in Years .........      21.0        6.9        3.9        2.7        2.0 

-----------                                                                     
* Indicates a value between 0.0% and 0.5%.                                      

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Percentage of Initial Class Principal Amount of the Offered Certificates  
Outstanding at the Following Percentages of the Prepayment Assumption 

                                                        [Enlarge/Download Table]

                                                         Class 3-A1 Certificates               
                                          -----------------------------------------------------
Distribution Date                             0%         50%       100%       150%       200%  
----------------------------------------  ---------   --------   --------   --------   --------
                                                                                               
Initial Percentage .....................      100        100        100        100        100  
October 2001 ...........................       99         91         84         76         68  
October 2002 ...........................       98         84         70         57         46  
October 2003 ...........................       97         76         58         43         31  
October 2004 ...........................       96         69         48         32         20  
October 2005 ...........................       95         63         40         24         12  
October 2006 ...........................       94         54         29         14          5  
October 2007 ...........................       93         45         19          7          1  
October 2008 ...........................       91         38         13          3          0  
October 2009 ...........................       90         31          9          2          0  
October 2010 ...........................       88         26          6          1          0  
October 2011 ...........................       86         22          4          *          0  
October 2012 ...........................       84         18          3          *          0  
October 2013 ...........................       82         15          2          *          0  
October 2014 ...........................       80         12          1          *          0  
October 2015 ...........................       77         10          1          *          0  
October 2016 ...........................       75          8          1          *          0  
October 2017 ...........................       72          7          *          *          0  
October 2018 ...........................       68          6          *          *          0  
October 2019 ...........................       65          4          *          *          0  
October 2020 ...........................       61          4          *          *          0  
October 2021 ...........................       56          3          *          *          0  
October 2022 ...........................       52          2          *          *          0  
October 2023 ...........................       46          2          *          *          0  
October 2024 ...........................       41          1          *          *          0  
October 2025 ...........................       35          1          *          *          0  
October 2026 ...........................       28          1          *          *          0  
October 2027 ...........................       21          *          *          *          0  
October 2028 ...........................       13          *          *          *          0  
October 2029 ...........................        4          *          *          0          0  
October 2030 ...........................        0          0          0          0          0  
                                              ---        ---        ---        ---        ---  
Weighted Average Life in Years .........      20.4        7.5        4.4        3.1        2.3 

-----------                                                                     
* Indicates a value between 0.0% and 0.5%.                                      

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Percentage of Initial Class Principal Amount of the Offered Certificates  
Outstanding at the Following Percentages of the Prepayment Assumption 

                                                        [Enlarge/Download Table]

                                                         Class 3-AP Certificates               
                                          -----------------------------------------------------
Distribution Date                             0%         50%       100%       150%       200%  
----------------------------------------  ---------   --------   --------   --------   --------
                                                                                               
Initial Percentage .....................      100        100        100        100        100  
October 2001 ...........................       99         92         84         77         69  
October 2002 ...........................       98         84         71         59         48  
October 2003 ...........................       97         76         59         45         33  
October 2004 ...........................       95         70         50         34         23  
October 2005 ...........................       94         63         40         25         15  
October 2006 ...........................       92         53         28         14          6  
October 2007 ...........................       91         44         19          7          2  
October 2008 ...........................       90         37         13          4          1  
October 2009 ...........................       88         31          9          2          *  
October 2010 ...........................       86         26          6          1          *  
October 2011 ...........................       84         21          4          1          *  
October 2012 ...........................       82         18          3          *          *  
October 2013 ...........................       80         15          2          *          0  
October 2014 ...........................       78         12          1          *          0  
October 2015 ...........................       75         10          1          *          0  
October 2016 ...........................       72          8          1          *          0  
October 2017 ...........................       69          7          *          0          0  
October 2018 ...........................       66          5          *          0          0  
October 2019 ...........................       62          4          *          0          0  
October 2020 ...........................       58          3          *          0          0  
October 2021 ...........................       53          3          *          0          0  
October 2022 ...........................       48          2          *          0          0  
October 2023 ...........................       43          2          *          0          0  
October 2024 ...........................       37          1          0          0          0  
October 2025 ...........................       31          1          0          0          0  
October 2026 ...........................       24          1          0          0          0  
October 2027 ...........................       16          *          0          0          0  
October 2028 ...........................        8          *          0          0          0  
October 2029 ...........................        0          0          0          0          0  
October 2030 ...........................        0          0          0          0          0  
                                              ---        ---        ---        ---        ---  
Weighted Average Life in Years .........      19.7        7.4        4.4        3.2        2.5 

-----------                                                                     
* Indicates a value between 0.0% and 0.5%.                                      

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Percentage of Initial Class Principal Amount of the Offered Certificates  
Outstanding at the Following Percentages of the Prepayment Assumption 

                                                        [Enlarge/Download Table]

                                                          Class B1 Certificates                 
                                          ------------------------------------------------------
Distribution Date                             0%         50%        100%       150%       200%  
----------------------------------------  ---------   ---------   --------   --------   --------
                                                                                                
Initial Percentage .....................      100         100        100        100        100  
October 2001 ...........................       99          99         99         99         99  
October 2002 ...........................       99          99         99         99         99  
October 2003 ...........................       98          98         98         98         98  
October 2004 ...........................       97          97         97         97         93  
October 2005 ...........................       96          96         96         96         68  
October 2006 ...........................       95          91         86         75         40  
October 2007 ...........................       94          84         74         50         24  
October 2008 ...........................       93          75         59         30         12  
October 2009 ...........................       91          65         44         17          5  
October 2010 ...........................       90          54         30          9          2  
October 2011 ...........................       88          45         21          5          1  
October 2012 ...........................       86          38         14          3          *  
October 2013 ...........................       84          31         10          1          *  
October 2014 ...........................       81          26          7          1          *  
October 2015 ...........................       79          21          4          *          *  
October 2016 ...........................       76          17          3          *          *  
October 2017 ...........................       73          14          2          *          *  
October 2018 ...........................       70          12          1          *          *  
October 2019 ...........................       66           9          1          *          *  
October 2020 ...........................       62           7          1          *          *  
October 2021 ...........................       58           6          *          *          *  
October 2022 ...........................       53           5          *          *          0  
October 2023 ...........................       48           4          *          *          0  
October 2024 ...........................       42           3          *          *          0  
October 2025 ...........................       36           2          *          *          0  
October 2026 ...........................       30           1          *          *          0  
October 2027 ...........................       22           1          *          *          0  
October 2028 ...........................       14           *          *          0          0  
October 2029 ...