Structured Asset Securities Corp – ‘424B5’ on 8/1/05 re: Structured Asset Investment Loan Trust 2005-HE1

On:  Monday, 8/1/05, at 7:30pm ET   ·   Accession #:  1125282-5-4032   ·   File #s:  333-120575, -51

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Prospectus   —   Rule 424(b)(5)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus Supplement                                477±  1.93M 

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PROSPECTUS SUPPLEMENT                                                           
(To Prospectus dated July 26, 2005)                                             

$1,705,817,000 (APPROXIMATE)

STRUCTURED ASSET INVESTMENT LOAN TRUST

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-HE1 

 [AURORA LOAN SERVICES LLC LOGO]

AURORA LOAN SERVICES LLC
MASTER SERVICER 

LEHMAN BROTHERS HOLDINGS INC.           STRUCTURED ASSET SECURITIES CORPORATION 
SPONSOR AND SELLER                                  DEPOSITOR           

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

---------------------------------   THE TRUST WILL ISSUE CERTIFICATES INCLUDING 
|    CONSIDER CAREFULLY THE RISK |  THE FOLLOWING CLASSES OFFERED HEREBY:       
| FACTORS BEGINNING ON PAGE      |                                              
| S-15 OF THIS PROSPECTUS        |  o EIGHT CLASSES OF SENIOR CERTIFICATES      
| SUPPLEMENT AND ON PAGE 2 OF    |                                              
| THE PROSPECTUS.                |  o ELEVEN CLASSES OF SUBORDINATE CERTIFICATES
|                                |                                              
|   For a list of capitalized    |           The classes of certificates offered
| terms used in this             |  by this prospectus supplement are listed,   
| prospectus supplement and      |  together with their initial class principal 
| the prospectus, see the        |  amounts and interest rates, in the table    
| glossary of defined terms      |  under "The Offered Certificates" on page S-1
| beginning on page S-82 in      |  of this prospectus supplement. This         
| this prospectus supplement     |  prospectus supplement and the accompanying  
| and the index of principal     |  prospectus relate only to the offering of   
| terms on page 140 in the       |  the certificates listed in the table on page
| prospectus.                    |  S-1 and not to the other classes of         
|                                |  certificates that will be issued by the     
|   The certificates will        |  trust fund as described in this prospectus  
| represent interests in the     |  supplement.                                 
| trust fund only and will not   |                                              
| represent interests in or      |           Principal and interest will be     
| obligations of any other       |  payable monthly, as described in this       
| entity.                        |  prospectus supplement. The first expected   
|                                |  distribution date will be August 25, 2005.  
|   This prospectus supplement   |  Credit enhancement for the offered          
| may be used to offer and       |  certificates includes excess interest,      
| sell the certificates          |  overcollateralization, subordination, loss  
| offered hereby only if         |  allocation and limited                      
| accompanied by the             |  cross-collateralization features and primary
| prospectus.                    |  mortgage insurance. Amounts payable under an
|                                |  interest rate swap agreement provided by ABN
|                                |  AMRO Bank N.V. will be applied to pay       
|                                |  certain interest shortfalls, maintain       
|                                |  overcollateralization and repay certain     
|                                |  losses.                                     
|--------------------------------|                                              
The assets of the trust fund will primarily consist of two pools of       
conventional, adjustable and fixed rate, fully amortizing and balloon, first    
and second lien, residential mortgage loans, which were originated in           
accordance with underwriting guidelines that are not as strict as Fannie Mae    
and Freddie Mac guidelines.                                                     

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., as underwriter, from Structured Asset Securities          
Corporation, and are being offered 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. The underwriter has the right to reject any order. Proceeds to    
Structured Asset Securities Corporation from the sale of these certificates     
will be approximately 99.80% of their initial total class principal amount      
before deducting expenses.                                                      

On or about July 29, 2005, delivery of the certificates offered by this   
prospectus supplement will be made through the book-entry facilities of The     
Depository Trust Company, Clearstream Banking Luxembourg and the Euroclear      
System.                                                                         

Underwriter:

LEHMAN BROTHERS 

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 26, 2005 

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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.                                                              
----------------

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 tables of contents provide the       
pages on which these captions are located.                                      

S-ii

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TABLES OF CONTENTS
PROSPECTUS SUPPLEMENT 

                                                                [Download Table]


                                                                            PAGE
                                                                            ----
                                                                                
The Offered Certificates ................................................    S-1
Summary of Terms ........................................................    S-3
Risk Factors ............................................................   S-15
Glossary ................................................................   S-24
Description of the Certificates .........................................   S-24
 General ................................................................   S-24
 Book-Entry Registration ................................................   S-25
 Distributions of Interest ..............................................   S-25
 Determination of LIBOR .................................................   S-27
 Distributions of Principal .............................................   S-28
 Credit Enhancement .....................................................   S-31
 Supplemental Interest Trust ............................................   S-35
 Optional Purchase of the Mortgage Loans ................................   S-37
Fees and Expenses of the Trust Fund .....................................   S-38
Description of the Mortgage Pools .......................................   S-39
 General ................................................................   S-39
 Adjustable Rate Mortgage Loans .........................................   S-40
 The Index ..............................................................   S-41
 Primary Mortgage Insurance .............................................   S-41
 Pool 1 Mortgage Loans ..................................................   S-44
 Pool 2 Mortgage Loans ..................................................   S-44
Additional Information ..................................................   S-45
Underwriting Guidelines .................................................   S-45
 Finance America Underwriting Guidelines ................................   S-45
 Argent Underwriting Guidelines .........................................   S-48
 General Underwriting Guidelines ........................................   S-50
The Master Servicer .....................................................   S-52
The Servicer ............................................................   S-54
 General ................................................................   S-54
 HomEq Servicing Corporation ............................................   S-54
Administration of the Trust Fund ........................................   S-56
 Servicing and Administrative Responsibilities ..........................   S-56
 Trust Accounts .........................................................   S-58
 Example of Distributions ...............................................   S-58
Mortgage Loan Servicing .................................................   S-60
 General ................................................................   S-60
 Servicing Account and the Collection Account ...........................   S-60
 Servicing Compensation and Payment of Expenses .........................   S-60
 Waiver or Modification of Mortgage Loan Terms ..........................   S-61
 Prepayment Interest Shortfalls .........................................   S-61
 Advances ...............................................................   S-61
 Primary Mortgage Insurance .............................................   S-61
 Collection of Taxes, Assessments and Similar Items .....................   S-62
 Insurance Coverage .....................................................   S-62

                                                                [Download Table]


                                                                            PAGE
                                                                            ----
                                                                                
 Evidence as to Compliance ...........................................      S-62
 Master Servicer Default; Servicer Default ...........................      S-62
 Amendment of the Servicing Agreement ................................      S-62
 Custody of the Mortgage Files .......................................      S-63
 The Credit Risk Manager .............................................      S-63
 Optional Purchase of Defaulted Mortgage Loans .......................      S-63
 Special Servicer for Distressed Mortgage Loans ......................      S-63
 Pledge of Servicing Rights ..........................................      S-63
The Trust Agreement ..................................................      S-64
 General .............................................................      S-64
 The Issuing Entity ..................................................      S-64
 The Trustee .........................................................      S-64
 Assignment of Mortgage Loans ........................................      S-65
 Representations and Warranties ......................................      S-65
 Certain Matters Under the Trust Agreement ...........................      S-66
 Reports to Certificateholders .......................................      S-69
 Voting Rights .......................................................      S-71
Yield, Prepayment and Weighted Average                                          
  Life................................................................      S-72
 General .............................................................      S-72
 Overcollateralization ...............................................      S-74
 Weighted Average Life ...............................................      S-75
Material Federal Income Tax Considerations ...........................      S-76
 General .............................................................      S-76
 Tax Treatment of the Offered Certificates ...........................      S-77
Legal Investment Considerations ......................................      S-79
ERISA Considerations .................................................      S-79
 ERISA Considerations with Respect to the Swap Agreement .............      S-79
Use of Proceeds ......................................................      S-80
Underwriting .........................................................      S-80
Legal Matters ........................................................      S-81
Ratings ..............................................................      S-81
Glossary of Defined Terms ............................................      S-82
Annex A Global Clearance, Settlement and Tax Documentation Procedures      S-A-1
Annex B Certain Characteristics of the Mortgage Loans ................     S-B-1
Annex C-1 Assumed Mortgage Loan Characteristics ......................   S-C-1-1
Annex C-2 Principal Amount Decrement Tables ..........................   S-C-2-1
Annex D Swap Agreement Scheduled Notional Amounts and Rates of                  
   Payment ...........................................................     S-D-1

S-iii 

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PROSPECTUS

                                                                [Download Table]


                                                                            PAGE
                                                                            ----
                                                                                
Risk Factors ............................................................     2 
Description of the Securities ...........................................    25 
 General ................................................................    25 
 Distributions on the Securities ........................................    25 
 Optional Termination ...................................................    27 
 Optional Purchase of Securities ........................................    28 
 Other Purchases ........................................................    28 
 Exchangeable Securities ................................................    28 
 Book-Entry Registration ................................................    30 
Yield, Prepayment and Maturity                                                  
   Considerations .......................................................    34 
 Payment Delays .........................................................    34 
 Principal Prepayments ..................................................    34 
 Timing of Reduction of Principal Amount ................................    34 
 Interest or Principal Weighted Securities ..............................    35 
 Final Scheduled Distribution Date ......................................    35 
 Prepayments and Weighted Average Life ..................................    35 
 Other Factors Affecting Weighted Average Life ..........................    36 
The Trust Funds .........................................................    37 
 General ................................................................    37 
 Ginnie Mae Certificates ................................................    39 
 Fannie Mae Certificates ................................................    40 
 Freddie Mac Certificates ...............................................    42 
 Private Mortgage-Backed Securities .....................................    44 
 The Mortgage Loans .....................................................    46 
 The Manufactured Home Loans ............................................    51 
 Multifamily and Mixed Use Mortgage Loans ...............................    52 
 Pre-Funding Arrangements ...............................................    54 
 Collection Account and Distribution Account ............................    54 
 Other Funds or Accounts ................................................    55 
Loan Underwriting Procedures and Standards ..............................    55 
 Underwriting Standards .................................................    55 
 Loss Experience ........................................................    57 
 Representations and Warranties .........................................    57 
 Substitution of Primary Assets .........................................    59 
Servicing of Loans ......................................................    59 
 General ................................................................    59 
 Collection Procedures; Escrow Accounts .................................    60 
 Deposits to and Withdrawals from the Collection Account ................    60 
 Servicing Accounts .....................................................    61 
 Buy-Down Loans, GPM Loans and Other Subsidized Loans ...................    62 
 Advances and Other Payments, and Limitations Thereon ...................    63 
 Maintenance of Insurance Policies and Other Servicing Procedures .......    63 
 Presentation of Claims; Realization Upon Defaulted Loans ...............    66 
 Enforcement of Due-On-Sale Clauses .....................................    67 

                                                                [Download Table]


                                                                            PAGE
                                                                            ----
                                                                                
 Certain Rights Related to Foreclosure ..................................    67 
 Servicing Compensation and Payment of Expenses .........................    67 
 Evidence as to Compliance ..............................................    68 
 Certain Matters Regarding the Master Servicer ..........................    68 
 Certain Risks ..........................................................    69 
Credit Support ..........................................................    70 
 General ................................................................    70 
 Subordinate Securities; Subordination Reserve Fund .....................    70 
 Cross-Support Features .................................................    71 
 Insurance ..............................................................    71 
 Letter of Credit .......................................................    72 
 Financial Guaranty Insurance Policy ....................................    72 
 Reserve Funds ..........................................................    72 
 Description of Mortgage and Other                                              
   Insurance ............................................................    73 
 Mortgage Insurance on the Loans ........................................    73 
 Hazard Insurance on the Loans ..........................................    78 
 Bankruptcy Bond ........................................................    80 
 Repurchase Bond ........................................................    80 
The Agreements ..........................................................    80 
 Issuance of Securities .................................................    80 
 Assignment of Primary Assets ...........................................    81 
 Repurchase and Substitution of Non-Conforming Loans ....................    83 
 Reports to Securityholders .............................................    84 
 Investment of Funds ....................................................    85 
 Event of Default; Rights Upon Event of Default .........................    86 
 The Trustee ............................................................    88 
 Duties of the Trustee ..................................................    88 
 Resignation of Trustee .................................................    88 
 Distribution Account ...................................................    88 
 Expense Reserve Fund ...................................................    89 
 Amendment of Agreement .................................................    89 
 Voting Rights ..........................................................    89 
 REMIC Administrator ....................................................    90 
 Administration Agreement ...............................................    90 
 Periodic Reports .......................................................    90 
 Termination ............................................................    90 
Legal Aspects of Loans ..................................................    91 
 Mortgages ..............................................................    91 
 Junior Mortgages; Rights of Senior Mortgages ...........................    92 
 Cooperative Loans ......................................................    93 
 Foreclosure on Mortgages ...............................................    94 
 Realizing Upon Cooperative Loan Security ...............................    95 
 Rights of Redemption ...................................................    96 
 Anti-Deficiency Legislation and Other Limitations on Lenders ...........    97 
 Servicemembers Civil Relief Act ........................................    99 

S-iv

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PROSPECTUS (CONTINUED)

                                                                [Download Table]


                                                                            PAGE
                                                                            ----
                                                                                
 Environmental Considerations ...........................................     99
 Due-on-Sale Clauses in Mortgage Loans ..................................    101
 Enforceability of Prepayment Charges, Late Payment Fees and Debt-              
   Acceleration Clauses .................................................    101
 Equitable Limitations on Remedies ......................................    101
 Applicability of Usury Laws ............................................    102
 Multifamily and Mixed Use Loans ........................................    102
 Leases and Rents .......................................................    103
 Default Interest and Limitations on Payment ............................    103
 Secondary Financing; Due-on-Encumbrance Provisions .....................    103
 Certain Laws and Regulations ...........................................    104
 Americans with Disabilities Act ........................................    104
 Personal Property ......................................................    104
 Adjustable Interest Rate Loans .........................................    104
 Manufactured Home Loans ................................................    105
Material Federal Income Tax Considerations ..............................    107
 Types of Securities ....................................................    108
 Taxation of Securities Treated as Debt Instruments .....................    110
 Election to Treat All Interest as OID ..................................    114
 Treatment of Losses ....................................................    114
 Exchangeable Securities ................................................    116

                                                                [Download Table]


                                                                            PAGE
                                                                            ----
                                                                                
 REMIC Residual Certificates ............................................    118
 Grantor Trust Certificates .............................................    124
 Partner Certificates ...................................................    126
 Special Tax Attributes .................................................    128
 Backup Withholding .....................................................    130
 Reportable Transactions ................................................    130
State and Local Tax Considerations ......................................    130
ERISA Considerations ....................................................    131
 General ................................................................    131
 The Underwriter Exemption ..............................................    131
 Additional Considerations for Securities which are Notes ...............    135
 Additional Fiduciary Considerations ....................................    135
Legal Investment Considerations .........................................    136
Legal Matters ...........................................................    137
The Depositor ...........................................................    137
Use of Proceeds .........................................................    137
Plan of Distribution ....................................................    137
Additional Information ..................................................    138
Incorporation of Certain Documents by Reference .........................    139
Reports to Securityholders ..............................................    139
Index of Principal Terms ................................................    140

S-v 

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THE OFFERED CERTIFICATES

  The certificates consist of the classes of certificates listed in the tables
below, together with the Class B3, Class P, Class X and Class R Certificates.   
Only the classes of certificates listed in the tables below are offered by      
this prospectus supplement.                                                     

                                                        [Enlarge/Download Table]


                      RELATED                        INITIAL            INTEREST RATE                       INTEREST RATE         
                      MORTGAGE   CLASS PRINCIPAL    INTEREST        FORMULA (UNTIL INITIAL             FORMULA (AFTER INITIAL     
CLASS                                                                                                                             
  -----               POOL(S)       AMOUNT(1)        RATE(2)   OPTIONAL TERMINATION DATE)(3)(4)   OPTIONAL TERMINATION DATE)(4)(5)
                      --------   ---------------    --------   --------------------------------   --------------------------------
                                                                                                                                  
A1................       1         $380,000,000      3.560%           LIBOR plus 0.100%                   LIBOR plus 0.200%       
A2................       1         $239,713,000      3.720%           LIBOR plus 0.260%                   LIBOR plus 0.520%       
A3................       1         $257,150,000      3.560%           LIBOR plus 0.100%                   LIBOR plus 0.200%       
A4................       1         $139,738,000      3.620%           LIBOR plus 0.160%                   LIBOR plus 0.320%       
A5................       1         $ 93,053,000      3.720%           LIBOR plus 0.260%                   LIBOR plus 0.520%       
A6................       1         $128,169,000      3.820%           LIBOR plus 0.360%                   LIBOR plus 0.720%       
A7................       2         $139,823,000      3.700%           LIBOR plus 0.240%                   LIBOR plus 0.480%       
A8................       2         $ 34,956,000      3.740%           LIBOR plus 0.280%                   LIBOR plus 0.560%       
M1................     1 & 2       $ 84,515,000      3.930%           LIBOR plus 0.470%                   LIBOR plus 0.705%       
M2................     1 & 2       $ 48,294,000      3.940%           LIBOR plus 0.480%                   LIBOR plus 0.720%       
M3................     1 & 2       $ 28,459,000      3.960%           LIBOR plus 0.500%                   LIBOR plus 0.750%       
M4................     1 & 2       $ 25,872,000      4.090%           LIBOR plus 0.630%                   LIBOR plus 0.945%       
M5................     1 & 2       $ 25,009,000      4.130%           LIBOR plus 0.670%                   LIBOR plus 1.005%       
M6................     1 & 2       $ 17,248,000      4.160%           LIBOR plus 0.700%                   LIBOR plus 1.050%       
M7................     1 & 2       $ 17,248,000      4.710%           LIBOR plus 1.250%                   LIBOR plus 1.875%       
M8................     1 & 2       $ 10,349,000      4.810%           LIBOR plus 1.350%                   LIBOR plus 2.025%       
M9................     1 & 2       $ 12,074,000      5.310%           LIBOR plus 1.850%                   LIBOR plus 2.775%       
B1................     1 & 2       $ 15,523,000      5.960%           LIBOR plus 2.500%                   LIBOR plus 3.750%       
B2................     1 & 2       $  8,624,000      5.960%           LIBOR plus 2.500%                   LIBOR plus 3.750%       



                                                                                                             INITIAL CERTIFICATE  
                                                                                                                  RATINGS(7)      
                                                                                                           -----------------------
CLASS                                                                                                                             
  -----                                                              PRINCIPAL TYPE       INTEREST TYPE    MOODY'S    S&P    FITCH
                                                                 ----------------------   -------------    -------    ----   -----
                                                                                                                                  
A1............................................................   Senior, Sequential Pay   Variable Rate      Aaa      AAA     AAA 
A2............................................................   Senior, Sequential Pay   Variable Rate      Aaa      AAA     AAA 
A3............................................................   Senior, Sequential Pay   Variable Rate      Aaa      AAA     AAA 
A4............................................................   Senior, Sequential Pay   Variable Rate      Aaa      AAA     AAA 
A5............................................................   Senior, Sequential Pay   Variable Rate      Aaa      AAA     AAA 
A6............................................................   Senior, Sequential Pay   Variable Rate      Aaa      AAA     AAA 
A7............................................................         Senior(6)          Variable Rate      Aaa      AAA     AAA 
A8............................................................         Senior(6)          Variable Rate      Aaa      AAA     AAA 
M1............................................................        Subordinated        Variable Rate      Aa1      AA+     AA+ 
M2............................................................        Subordinated        Variable Rate      Aa2       AA      AA 
M3............................................................        Subordinated        Variable Rate      Aa3      AA-     AA- 
M4............................................................        Subordinated        Variable Rate       A1       A+      A+ 
M5............................................................        Subordinated        Variable Rate       A2       A       A  
M6............................................................        Subordinated        Variable Rate       A3       A-      A- 
M7............................................................        Subordinated        Variable Rate      Baa1     BBB+    BBB+
M8............................................................        Subordinated        Variable Rate      Baa2     BBB     BBB 
M9............................................................        Subordinated        Variable Rate      Baa3     BBB     BBB 
B1............................................................        Subordinated        Variable Rate      Ba1      BBB-    BBB-
B2............................................................        Subordinated        Variable Rate      N/R      BBB-    N/R 

---------------                                                                 
(1) These balances are approximate, as described in this prospectus supplement. 
(2) Reflects the interest rate as of the closing date.                          
(3) Reflects the summary interest rate formula up to and including the earliest 
 possible distribution date on which the master servicer has the option to
purchase the mortgage loans as described in this prospectus supplement  
 under "Description of the Certificates--Optional Purchase of the Mortgage
Loans."                                                                 
(4) Subject to the applicable net funds cap, as described in this prospectus    
supplement under "Summary of Terms--The Certificates--Payments on the   
Certificates--Interest Payments."                                       
(5) Reflects the summary interest rate formula after the option to purchase the 
mortgage loans is not exercised by the master servicer at the earliest  
   possible distribution date as described in this prospectus supplement under
   "Description of the Certificates--Optional Purchase of the Mortgage Loans."
(6) The Class A7 and Class A8 Certificates will receive payments of principal   
concurrently, on a pro rata basis, unless cumulative realized losses or 
  delinquencies on the mortgage loans exceed specified levels, in which case
these classes will be treated as senior, sequential pay classes, as     
described under "Description of the Certificates--Distributions of      
Principal."                                                             
(7) The designation "N/R" means that the specified rating agency will not       
publicly rate this class of certificates.                               

S-1 

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The offered certificates will also have the following characteristics:    

                                                        [Enlarge/Download Table]

                                                 FINAL       EXPECTED                                             
                                  INTEREST     SCHEDULED       FINAL                                              
CLASS    RECORD   DELAY/ACCRUAL    ACCRUAL    DISTRIBUTION  DISTRIBUTION    MINIMUM      INCREMENTAL       CUSIP  
  -----  DATE(1)    PERIOD(2)     CONVENTION      DATE        DATE(3)     DENOMINATIONS  DENOMINATIONS    NUMBER  
         -------  -------------  -----------  ------------  ------------  -------------  -------------  ----------
                                                                                                                  
A1.....    DD         0 day       Actual/360    7/25/2035      5/25/2007     $ 25,000           $1      86358E UM6
A2.....    DD         0 day       Actual/360    7/25/2035      2/25/2011     $ 25,000           $1      86358E UN4
A3.....    DD         0 day       Actual/360    7/25/2035      3/25/2007     $ 25,000           $1      86358E UP9
A4.....    DD         0 day       Actual/360    7/25/2035      2/25/2008     $ 25,000           $1      86358E UQ7
A5.....    DD         0 day       Actual/360    7/25/2035      2/25/2011     $ 25,000           $1      86358E UR5
A6.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $ 25,000           $1      86358E US3
A7.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $ 25,000           $1      86358E UT1
A8.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $ 25,000           $1      86358E UU8
M1.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E UV6
M2.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E UW4
M3.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E UX2
M4.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E UY0
M5.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E UZ7
M6.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E VA1
M7.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E VB9
M8.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E VC7
M9.....    DD         0 day       Actual/360    7/25/2035      1/25/2012     $100,000           $1      86358E VD5
B1.....    DD         0 day       Actual/360    7/25/2035     12/25/2011     $100,000           $1      86358E VE3
B2.....    DD         0 day       Actual/360    7/25/2035      9/25/2010     $100,000           $1      86358E VF0


---------------                                                                 
(1) DD = For any distribution date, the close of business on the business day   
immediately before that distribution date.                              
(2) 0 day = For any distribution date, the interest accrual period will be the  
period beginning on the immediately preceding distribution date (or July
 25, 2005, in the case of the first interest accrual period) and ending on
the calendar day immediately before the related distribution date.      
(3) The expected final distribution date, based upon (a) the prepayment         
   assumption and the modeling assumptions used in this prospectus supplement,
each as described under "Yield, Prepayment and Weighted Average Life--  
 Weighted Average Life" and (b) the assumption that the option to purchase
the mortgage loans is exercised by the master servicer on the earliest  
   possible distribution date as described in this prospectus supplement under
   "Description of the Certificates--Optional Purchase of the Mortgage Loans."
 The actual final distribution date for each class of offered certificates
may be earlier or later, and could be substantially later, than the     
applicable expected final distribution date listed above.               

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SUMMARY OF TERMS

o THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT 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
DOCUMENT 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 SOME OF THE INFORMATION THAT FOLLOWS CONSISTS OF FORWARD-LOOKING        
STATEMENTS RELATING TO FUTURE ECONOMIC PERFORMANCE OR PROJECTIONS AND 
OTHER FINANCIAL ITEMS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A    
   VARIETY OF RISKS AND UNCERTAINTIES, SUCH AS GENERAL ECONOMIC AND BUSINESS
 CONDITIONS AND REGULATORY INITIATIVES AND COMPLIANCE, MANY OF WHICH ARE
BEYOND THE CONTROL OF THE PARTIES PARTICIPATING IN THIS TRANSACTION.  
ACCORDINGLY, WHAT ACTUALLY HAPPENS MAY BE VERY DIFFERENT FROM THE     
PROJECTIONS INCLUDED IN THIS PROSPECTUS SUPPLEMENT.                   

 o WHENEVER WE REFER TO A PERCENTAGE OF SOME OR ALL OF THE MORTGAGE LOANS IN
 THE TRUST FUND, THAT PERCENTAGE HAS BEEN CALCULATED ON THE BASIS OF THE
 TOTAL SCHEDULED PRINCIPAL BALANCE OF THOSE MORTGAGE LOANS AS OF JULY 1,
2005, UNLESS WE SPECIFY OTHERWISE. WE EXPLAIN IN THIS PROSPECTUS      
  SUPPLEMENT UNDER "GLOSSARY OF DEFINED TERMS" 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                                                                         

SPONSOR AND SELLER                                                              

  Lehman Brothers Holdings Inc. will sell the mortgage loans to the depositor.

DEPOSITOR                                                                       

Structured Asset Securities Corporation, a Delaware special purpose       
corporation, will sell the mortgage loans to the issuing entity. The            
depositor's address is 745 Seventh Avenue, New York, New York 10019, and its    
telephone number is (212) 526-7000.                                             

ISSUING ENTITY                                                                  

Structured Asset Investment Loan Trust 2005-HE1, a common law trust formed
under the laws of the State of New York.                                        

TRUSTEE                                                                         

U.S. Bank National Association.                                           

MASTER SERVICER                                                                 

Aurora Loan Services LLC, an affiliate of the seller, the depositor and   
Lehman Brothers Inc., will oversee the servicing of the mortgage loans by the   
servicer.                                                                       

PRIMARY SERVICER                                                                

HomEq Servicing Corporation will service all of the mortgage loans.       

CREDIT RISK MANAGER                                                             

  Risk Management Group, LLC will monitor and advise the servicer with respect
to default management of the mortgage loans and also prepare certain loan-      
level reports for the trust fund which will be available for review by          
certificateholders.                                                             

ORIGINATORS                                                                     

Finance America LLC and Argent Mortgage Company, LLC and its affiliates   
originated the mortgage loans to be included in the trust fund.                 

SWAP COUNTERPARTY                                                               

ABN AMRO Bank N.V.                                                        

LPMI INSURERS                                                                   

On the closing date, Mortgage Guaranty Insurance Corporation and Republic 
Mortgage Insurance Company will provide primary mortgage insurance for certain  
of the first lien mortgage loans with original loan-to-value ratios in excess   
of 80%.                                                                         

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THE CERTIFICATES                                                                

The certificates offered by this prospectus supplement will be issued with
the initial approximate characteristics set forth under "The Offered            
Certificates" in the table on page S-1.                                         

The offered certificates will be issued in book-entry form. The minimum   
denominations and the incremental denominations of each class of offered        
certificates are set forth in the table on page S-2.                            

The certificates represent ownership interests in a trust fund, the assets
of which will consist primarily of conventional, adjustable and fixed rate,     
fully amortizing and balloon, first and second lien, residential mortgage       
loans having a total principal balance as of the cut-off date, which is July    
1, 2005, of approximately $1,724,787,930. In addition, the supplemental         
interest trust will hold an interest rate swap agreement for the benefit of     
the certificateholders.                                                         

  The mortgage loans to be included in the trust fund will be divided into two
mortgage pools:                                                                 
"pool 1" and "pool 2." Pool 1 will consist of mortgage loans with original      
principal balances that may be less than, equal to, or in excess of, Freddie    
Mac original loan amount limitations. Pool 2 will consist of those mortgage     
loans in the trust fund with original principal balances that do not exceed     
the applicable Freddie Mac maximum original loan amount limitations for one-    
to four-family residential mortgaged properties                                 

Payments of principal and interest on the                                 
Class A1, A2, A3, A4, A5 and A6 Certificates will be based primarily on         
collections from the pool 1 mortgage loans. Payments of principal and interest  
on the Class A7 and A8 Certificates will be based primarily on collections      
from the pool 2 mortgage loans. Payments of principal and interest on the       
Class M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2 and B3 Certificates will be    
based on collections from both mortgage pools as described herein.              

The rights of holders of the Class M1, M2, M3, M4, M5, M6, M7, M8, M9, B1,
B2, and B3 Certificates to receive payments of principal and interest will be   
subordinate to the rights of the holders of certificates having a senior        
priority of payment, as described in this Summary of Terms under "--            
Enhancement of Likelihood of Payment on the Certificates-- Subordination of     
Payments" below. We refer to the Class M1, M2, M3, M4, M5, M6, M7, M8, M9, B1,  
B2 and B3 Certificates collectively as "subordinate" certificates. We refer to  
the Class A1, A2, A3, A4, A5, A6, A7 and A8 Certificates collectively as        
"senior" certificates.                                                          

 The Class P Certificates will be entitled to receive all the cash flow from
the mortgage pools solely arising from prepayment premiums paid by the          
borrowers on certain voluntary, full and partial prepayments of the mortgage    
loans. Accordingly, these amounts will not be available for payments to the     
servicer or to holders of other classes of certificates.                        

The Class X Certificates will be entitled to receive any monthly excess   
cashflow remaining after required distributions are made to the offered         
certificates and the Class B3 Certificates.                                     

The Class B3, Class X, Class P and Class R Certificates are not offered by
this prospectus supplement.                                                     

The offered certificates will have an approximate total initial principal 
amount of $1,705,817,000. Any difference between the total principal amount of  
the offered certificates on the date they are issued and the approximate total  
principal amount of the offered certificates as reflected in this prospectus    
supplement will not exceed 5%.                                                  

PAYMENTS ON THE CERTIFICATES                                                    

Principal and interest on the certificates will be paid on the 25th day of
each month, beginning in August 2005. 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 offered certificates at the applicable
annual rates described below:                                                   

o Class A1 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A7 or A8 Certificates are 
   outstanding, the pool 1 net funds cap, and after the distribution date on
which the class principal amounts of the Class A7 and A8 Certificates 
have each been reduced to zero, the subordinate net funds cap.        

o Class A2 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A7 or A8 Certificates are 
   outstanding, the pool 1 net funds cap, and after the distribution date on
which the class principal amounts of the Class A7 and A8 Certificates 
have each been reduced to zero, the subordinate net funds cap.        

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o Class A3 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A7 or A8 Certificates are 
   outstanding, the pool 1 net funds cap, and after the distribution date on
which the class principal amounts of the Class A7 and A8 Certificates 
have each been reduced to zero, the subordinate net funds cap.        

o Class A4 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A7 or A8 Certificates are 
   outstanding, the pool 1 net funds cap, and after the distribution date on
which the class principal amounts of the Class A7 and A8 Certificates 
have each been reduced to zero, the subordinate net funds cap.        

o Class A5 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A7 or A8 Certificates are 
   outstanding, the pool 1 net funds cap, and after the distribution date on
which the class principal amounts of the Class A7 and A8 Certificates 
have each been reduced to zero, the subordinate net funds cap.        

o Class A6 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A7 or A8 Certificates are 
   outstanding, the pool 1 net funds cap, and after the distribution date on
which the class principal amounts of the Class A7 and A8 Certificates 
have each been reduced to zero, the subordinate net funds cap.        

o Class A7 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A1, A2, A3, A4, A5 or A6  
Certificates are outstanding, the pool 2 net funds cap, and after the 
 distribution date on which the class principal amounts of the Class A1,
A2, A3, A4, A5 and A6 Certificates have each been reduced to zero, the
subordinate net funds cap.                                            

o Class A8 Certificates: the lesser of (1) the applicable annual rate as  
described in the table on page S-1 and (2) with respect to any        
distribution date on which any of the Class A1, A2, A3, A4, A5 or A6  
Certificates are outstanding, the pool 2 net funds cap, and after the 
 distribution date on which the class principal amounts of the Class A1,
A2, A3, A4, A5 and A6 Certificates have each been reduced to zero, the
subordinate net funds cap.                                            

 Interest will accrue on each class of the Class M1, M2, M3, M4, M5, M6, M7,
M8, M9, B1 and B2 Certificates at an annual rate equal to the lesser of (1)     
the applicable annual rate as described in the table on page S-1 and (2) the    
subordinate net funds cap.                                                      

 If the option to purchase the mortgage loans is not exercised by the master
servicer on the initial optional termination date as described under "--The     
Mortgage Loans--Optional Purchase of the Mortgage Loans" below, then with       
respect to the next distribution date and each distribution date thereafter,    
the annual rate in clause (1) of each interest rate formula set forth above     
will be increased for each class of certificates to the applicable annual rate  
as described in the table on page S-1, subject in each case to the applicable   
net funds cap.                                                                  

See "--The Mortgage Loans--Optional Purchase of the Mortgage Loans" below.

The pool 1 net funds cap is a limitation generally based on the weighted  
average mortgage rates of the pool 1 mortgage loans during the applicable       
collection period, net of certain fees and expenses of the trust fund and any   
swap payments owed to the swap counterparty allocable to pool 1. The pool 2     
net funds cap is a limitation generally based on the weighted average mortgage  
rates of the pool 2 mortgage loans during the applicable collection period,     
net of certain fees and expenses of the trust fund and any swap payments owed   
to the swap counterparty allocable to pool 2. The subordinate net funds cap is  
generally the weighted average of the pool 1 net funds cap and the pool 2 net   
funds cap.                                                                      

See "Description of the Certificates--Distributions of Interest--Interest 
Payment Priorities" in this prospectus supplement for the priority of payment   
of interest and "Glossary of Defined Terms" in this prospectus supplement for   
a description of the defined terms relevant to the payment of interest.         

The Interest Rate Swap Agreement                                                

The trustee, on behalf of the supplemental interest trust, will enter into
an interest rate swap agreement with ABN AMRO Bank, N.V., as swap               
counterparty. Under the interest rate swap agreement, one business day prior    
to each distribution date, beginning in September 2005 and ending in July       
2010, the supplemental interest trust will be obligated to make fixed payments  
at the applicable rate of payment owed by the trust fund, which                 

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will range from 3.70% to 4.56% annually, as described in this prospectus        
supplement, and the swap counterparty will be obligated to make floating        
payments at LIBOR (as determined under the interest rate swap agreement), in    
each case calculated on a scheduled notional amount and adjusted to a monthly   
basis. To the extent that a fixed payment exceeds the floating payment          
relating to any distribution date, amounts otherwise available to               
certificateholders will be applied to make a net swap payment to the swap       
counterparty, and to the extent that a floating payment exceeds the fixed       
payment on any distribution date, the swap counterparty will owe a net swap     
payment to the supplemental interest trust. Any net amounts received under the  
interest rate swap agreement will be paid by the supplemental interest trust    
and applied to pay interest shortfalls, maintain overcollateralization and      
repay losses, as described in this prospectus supplement.                       

 See "Description of the Certificates--Supplemental Interest Trust--Interest
Rate Swap Agreement" and                                                        
"--Application of Deposits and Payments Received by the Supplemental Interest   
Trust" in this prospectus supplement.                                           

Principal Payments                                                              

The amount of principal payable to the offered certificates will be       
determined by (1) formulas that allocate portions of principal payments         
received on the mortgage loans among the mortgage pools and the different       
certificate classes, (2) funds received on the mortgage loans that are          
available to make principal payments on the certificates and (3) the            
application of excess interest from the mortgage pools to pay principal on the  
certificates. Funds received on the mortgage loans may consist of (1) expected  
monthly scheduled payments or (2) unexpected payments resulting from            
prepayments or defaults by borrowers, liquidation of defaulted mortgage loans   
or repurchases of mortgage loans under the circumstances described in this      
prospectus supplement.                                                          

The manner of allocating payments of principal on the mortgage loans will 
differ, as described in this prospectus supplement, depending upon the          
occurrence of several different events or triggers:                             

o whether a distribution date occurs before or on or after the "stepdown  
   date," which is the later of (1) the distribution date in August 2008 and
(2) the first distribution date on which the ratio of (a) the total   
principal balance of the subordinate certificates plus any            
overcollateralization amount to (b) the total principal balance of the
mortgage loans in the trust fund equals or exceeds the percentage     
specified in this prospectus supplement;                              

o a "cumulative loss trigger event" occurs when cumulative losses on the  
mortgage loans are higher than certain levels specified in this       
prospectus supplement;                                                

o a "delinquency event" occurs when the rate of delinquencies of the      
  mortgage loans over any three-month period is higher than certain levels
set forth in this prospectus supplement; and                          

o in the case of pool 2, a "sequential trigger event" occurs if (a) before
the distribution date in August 2008, a cumulative loss trigger event 
occurs or (b) on or after the distribution date in August 2008, a     
cumulative loss trigger event or a delinquency event occurs.          

 See "Description of the Certificates--Distributions of Principal--Principal
Payment Priorities" in this prospectus supplement for the priority of payment   
of principal and "Glossary of Defined Terms" in this prospectus supplement for  
a description of the defined terms relevant to the payment of principal.        

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 and the supplemental      
interest trust. The trust fund will have no source of cash other than           
collections and recoveries of the mortgage loans through insurance or           
otherwise. No other entity will be required or expected to make any payments    
on the certificates.                                                            

ENHANCEMENT OF LIKELIHOOD OF PAYMENT ON THE CERTIFICATES                        

In order to enhance the likelihood that holders of more senior classes of 
certificates will receive regular distributions of interest and principal, the  
payment structure of this securitization includes excess interest,              
overcollateralization, subordination, loss allocation and limited cross-        
collateralization features, primary mortgage insurance and an interest rate     
swap agreement.                                                                 

The Class B3 Certificates are more likely to experience losses than the   
Class B2, B1, M9, M8, M7, M6, M5, M4, M3, M2 and M1 Certificates and the        
senior certificates. The Class B2 Certificates are more likely to experience    
losses than the Class B1, M9, M8, M7, M6, M5, M4, M3, M2 and M1 Certificates    
and the senior certificates. The Class B1 Certificates are more likely to       
experience losses than the Class M9, M8, M7, M6, M5, M4, M3, M2 and M1          
Certificates and the senior                                                     

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certificates. The Class M9 Certificates are more likely to experience losses    
than the Class M8, M7, M6, M5, M4, M3, M2 and M1 Certificates and the senior    
certificates. The Class M8 Certificates are more likely to experience losses    
than the Class M7, M6, M5, M4, M3, M2 and M1 Certificates and the senior        
certificates. The Class M7 Certificates are more likely to experience losses    
than the Class M6, M5, M4, M3, M2 and M1 Certificates and the senior            
certificates. The Class M6 Certificates are more likely to experience losses    
than the Class M5, M4, M3, M2 and M1 Certificates and the senior certificates.  
The Class M5 Certificates are more likely to experience losses than the Class   
M4, M3, M2 and M1 Certificates and the senior certificates. The Class M4        
Certificates are more likely to experience losses than the Class M3, M2 and M1  
Certificates and the senior certificates. The Class M3 Certificates are more    
likely to experience losses than the Class M2 and M1 Certificates and the       
senior certificates. The Class M2 Certificates are more likely to experience    
losses than the Class M1 Certificates and the senior certificates. The Class    
M1 Certificates are more likely to experience losses than the senior            
certificates.                                                                   

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support," "Description of the Certificates--Credit        
Enhancement" and "--Supplemental Interest Trust" in this prospectus supplement  
for a more detailed description of excess interest, overcollateralization,      
subordination, loss allocation, primary mortgage insurance, limited cross-      
collateralization and the interest rate swap agreement.                         

Subordination of Payments                                                       

Certificates with an "A" in their class designation will have a payment   
priority as a group over all other certificates. The Class M1 Certificates      
will have a payment priority over the Class M2, M3, M4, M5, M6, M7, M8, M9,     
B1, B2 and B3 Certificates; the Class M2 Certificates will have a payment       
priority over the Class M3, M4, M5, M6, M7, M8, M9, B1, B2 and B3               
Certificates; the Class M3 Certificates will have a payment priority over the   
Class M4, M5, M6, M7, M8, M9, B1, B2 and B3 Certificates; the Class M4          
Certificates will have a payment priority over the Class M5, M6, M7, M8, M9,    
B1, B2 and B3 Certificates; the Class M5 Certificates will have a payment       
priority over the Class M6, M7, M8, M9, B1, B2 and B3 Certificates; the Class   
M6 Certificates will have a payment priority over the Class M7, M8, M9, B1, B2  
and B3 Certificates; the Class M7 Certificates will have a payment priority     
over the Class M8, M9, B1, B2 and B3 Certificates; the Class M8 Certificates    
will have a payment priority over the Class M9, B1, B2 and B3 Certificates;     
the Class M9 Certificates will have a payment priority over the Class B1, B2    
and B3 Certificates; the Class B1 Certificates will have a payment priority     
over the Class B2 and B3 Certificates; the Class B2 Certificates will have a    
payment priority over the Class B3 Certificates. Each class of offered          
certificates and the Class B3 Certificates will have a payment priority over    
the Class X and Class R Certificates.                                           

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support" and "Description of the Certificates--Credit     
Enhancement--Subordination" in this prospectus supplement.                      

Allocation of Losses                                                            

As described in this prospectus supplement, amounts representing losses on
the mortgage loans (to the extent that those losses exceed excess interest and  
any overcollateralization, as described in this prospectus supplement) will be  
applied to reduce the principal amount of the subordinate class of              
certificates still outstanding that has the lowest payment priority, until the  
principal amount of that class of certificates has been reduced to zero. For    
example, losses in excess of overcollateralization and excess interest will     
first be allocated in reduction of the principal amount of the Class B3         
Certificates, until it is reduced to zero, then in reduction of the principal   
amount of the Class B2 Certificates until it is reduced to zero, then in        
reduction of the principal amount of the Class B1 Certificates until it is      
reduced to zero, then in reduction of the principal amount of the Class M9      
Certificates until it is reduced to zero, then in reduction of the principal    
amount of the Class M8 Certificates until it is reduced to zero, then in        
reduction of the principal amount of the Class M7 Certificates until it is      
reduced to zero, then in reduction of the principal amount of the Class M6      
Certificates until it is reduced to zero, then in reduction of the principal    
amount of the Class M5 Certificates until it is reduced to zero, then in        
reduction of the principal amount of the Class M4 Certificates until it is      
reduced to zero, then in reduction of the principal amount of the Class M3      
Certificates until it is reduced to zero, then in reduction of the principal    
amount of the Class M2 Certificates until it is reduced to zero and finally in  
reduction of the principal amount of the Class M1 Certificates until it is      
reduced to zero. If a loss has been allocated to reduce the principal amount    
of a subordinate certificate, it is unlikely that investors will receive any    
payment in respect of that reduction.                                           

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support" and "Description of the Certificates--Credit     

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Enhancement--Application of Realized Losses" in this prospectus supplement.     

Excess Interest                                                                 

The mortgage loans bear interest each month that in the aggregate is      
expected to exceed the amount needed to pay monthly interest on the offered     
certificates and the Class B3 Certificates, certain fees and expenses of the    
trust fund and any swap payments owed to the swap counterparty. This "excess    
interest" received from the mortgage loans each month will be available to      
absorb realized losses on the mortgage loans and to maintain the required       
level of overcollateralization.                                                 

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support" and "Description of the Certificates--Credit     
Enhancement--Excess Interest" in this prospectus supplement.                    

Overcollateralization                                                           

On the closing date, the total principal balance of the mortgage loans in 
the trust fund is expected to exceed the total principal amount of the offered  
certificates and the Class B3 Certificates by approximately $8,621,930, which   
represents approximately 0.50% of the total principal balance of the mortgage   
loans in the trust fund as of July 1, 2005. This condition is referred to in    
this prospectus supplement as "overcollateralization." Thereafter, to the       
extent described in this prospectus supplement, a portion of excess interest    
may be applied to pay principal on the certificates to the extent needed to     
maintain the required level of overcollateralization. We cannot, however,       
assure you that sufficient interest will be generated by the mortgage loans to  
maintain any level of overcollateralization.                                    

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support" and "Description of the Certificates--Credit     
Enhancement--Overcollateralization" in this prospectus supplement.              

Limited Cross-Collateralization                                                 

Under certain limited circumstances, principal payments on the mortgage   
loans in a mortgage pool may be distributed as principal to holders of the      
senior certificates corresponding to the other mortgage pool.                   

 If the senior certificates relating to one mortgage pool have been retired,
then principal payments on the mortgage loans relating to the retired senior    
certificates will be distributed to the remaining senior certificates of the    
other mortgage pool, if any, before being distributed to the subordinate        
classes of certificates.                                                        

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support" and "Description of the Certificates--           
Distributions of Principal" in this prospectus supplement.                      

Primary Mortgage Insurance                                                      

 None of the first lien mortgage loans with original loan-to-value ratios in
excess of 80% are covered by existing borrower-paid primary mortgage insurance  
policies. On the closing date, loan-level primary mortgage insurance policies   
will be obtained on behalf of the trust fund from Mortgage Guaranty Insurance   
Corporation and Republic Mortgage Insurance Company in order to provide         
initial primary mortgage insurance coverage for approximately 69.55% of those   
first lien mortgage loans with original loan-to-value ratios in excess of 80%.  
However, these primary mortgage insurance policies will provide only limited    
protection against losses on defaulted mortgage loans.                          

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support--Primary Mortgage Insurance" and "Description of  
the Mortgage Pools--Primary Mortgage Insurance" in this prospectus supplement.  

The Interest Rate Swap Agreement                                                

  Any net swap payment received under the interest rate swap agreement will be
applied to pay interest shortfalls, maintain overcollateralization and repay    
losses, as described in this prospectus supplement.                             

See "Risk Factors--Risks Related to Potential Inadequacy of Credit        
Enhancement and Other Support--The Interest Rate Swap Agreement," "Description  
of the Certificates--Supplemental Interest Trust--Interest Rate Swap            
Agreement" and "--Application of Deposits and Payments Received by the          
Supplemental Interest Trust" in this prospectus supplement.                     

FEES AND EXPENSES                                                               

Before payments are made on the certificates, the servicer will be paid a 
monthly fee calculated as 0.50% annually on the principal balance of the        
mortgage loans.                                                                 

In addition, the providers of the loan-level primary mortgage insurance   
policies will be paid a monthly fee calculated as an annual percentage on the   
principal balance of each mortgage loan insured by that primary mortgage        
insurance provider. These fees will be 1.050% annually for Mortgage Guaranty    
Insurance Corporation                                                           

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and 1.525% annually for Republic Mortgage Insurance Company.                    

The master servicer will receive as compensation the investment income on 
funds held in the collection account. The trustee will receive as compensation  
the investment income on funds held in the certificate account. After payments  
of interest on the certificates have been made, the credit risk manager will    
be paid a monthly fee calculated as 0.010% annually on the total principal      
balance of the mortgage loans.                                                  

Expenses of the servicer, the custodian and the master servicer will be   
reimbursed before payments are made on the certificates. Expenses of the        
trustee will be reimbursed up to a specified amount annually before payments    
are made on the certificates; any additional unpaid expenses will be paid to    
the trustee after payments of interest on the certificates have been made.      

See "Fees and Expenses of the Trust Fund" in this prospectus supplement.  

FINAL SCHEDULED DISTRIBUTION DATE                                               

The final scheduled distribution date for the offered certificates will be
the distribution date specified in the table on page S-2. The final scheduled   
distribution date for the offered certificates is based upon the third          
distribution date after the date of the last scheduled payment of the latest    
maturing mortgage loan. The actual final distribution date for each class of    
offered certificates may be earlier or later, and could be substantially        
earlier, than the applicable final scheduled distribution date.                 

THE NIMS INSURER                                                                

  One or more insurance companies, referred to herein collectively as the NIMS
Insurer, may issue a financial guaranty insurance policy covering certain       
payments to be made on net interest margin securities to be issued by a         
separate trust or other special purpose entity and secured by all or a portion  
of the Class P and Class X Certificates. In that event, the NIMS Insurer will   
be able to exercise rights which could adversely affect certificateholders.     

We refer you to "Risk Factors--Rights of a NIMS Insurer May Affect        
Securities" in the prospectus for additional information concerning the NIMS    
Insurer.                                                                        

THE MORTGAGE LOANS                                                              

 On the closing date, which is expected to be on or about July 29, 2005, the
assets of the trust fund will consist primarily of two mortgage pools of        
conventional, adjustable and fixed rate, fully amortizing and balloon, first    
and second lien, residential mortgage loans with a total principal balance as   
of the cut-off date of approximately $1,724,787,930. Payments of principal and  
interest on the Class A1, A2, A3, A4, A5 and A6 Certificates will be based      
primarily on collections from the pool 1 mortgage loans. Payments of principal  
and interest on the Class A7 and A8 Certificates will be based primarily on     
collections from the pool 2 mortgage loans. Payments of principal and interest  
on the subordinate certificates will be based on collections from both          
mortgage pools as described herein. 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 depositor expects that the mortgage loans will have the following     
approximate characteristics as of the cut-off date:                             

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AGGREGATE MORTGAGE LOAN SUMMARY 

                                                        [Enlarge/Download Table]


                                                                                                     WEIGHTED       TOTAL    
                                                                                  RANGE OR TOTAL     AVERAGE    PERCENTAGE(1)
                                                                               -------------------  ----------  -------------
                                                                                                                             
Number of Mortgage Loans......................................................        9,307             --            --     
Number of Fixed Rate Mortgage Loans...........................................        2,608             --          20.51%   
Number of Adjustable Rate Mortgage Loans......................................        6,699             --          79.49%   
Total Scheduled Principal Balance.............................................    $1,724,787,930        --            --     
Scheduled Principal Balances.................................................. $17,839 to $992,286   $185,321         --     
Mortgage Rates................................................................  4.950% to 11.880%     7.147%          --     
Original Terms to Maturity (in months)........................................      170 to 360         356            --     
Remaining Terms to Maturity (in months).......................................      167 to 358         352            --     
Original Combined Loan-to-Value Ratios........................................  12.48% to 100.00%     85.86%          --     
Number of Second Lien Mortgage Loans..........................................         574              --          1.57%    
Number of Interest-Only Mortgage Loans........................................        1,455             --          25.32%   
Number of Balloon Mortgage Loans..............................................         518              --          1.46%    
Geographic Distribution in Excess of 10% of the Total Scheduled Principal                                                    
  Balance:                                                                                                                   
 Number of Mortgage Loans in California.......................................        1,669             --          31.81%   
Number of Mortgage Loans in the Maximum Single Zip Code Concentration.........          10              --          0.33%    
Credit Scores.................................................................      500 to 826         622            --     
Number of Mortgage Loans with Prepayment Premiums at Origination..............        6,869             --          75.52%   
Gross Margins.................................................................   1.000% to 7.125%   5.927%(2)         --     
Maximum Mortgage Rates........................................................  10.950% to 17.500%  13.077%(2)        --     
Minimum Mortgage Rates........................................................  5.250% to 11.500%   7.102%(2)         --     
Months to Next Mortgage Rate Adjustment.......................................       15 to 58         22(2)           --     
Initial Caps..................................................................   2.000% to 3.000%   2.617%(2)         --     
Periodic Cap..................................................................        1.000%        1.000%(2)         --     

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

(1) Percentages calculated based on the total principal balance of the mortgage 
loans.                                                                          

(2) The weighted average is based only on the adjustable rate mortgage loans in 
both pools.                                                                     

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POOL 1 MORTGAGE LOAN SUMMARY

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                                                                                                     WEIGHTED       TOTAL    
                                                                                  RANGE OR TOTAL     AVERAGE    PERCENTAGE(1)
                                                                               -------------------  ----------  -------------
                                                                                                                             
Number of Mortgage Loans......................................................        7,930             --            --     
Number of Fixed Rate Mortgage Loans...........................................        2,300             --          20.65%   
Number of Adjustable Rate Mortgage Loans......................................        5,630             --          79.35%   
Total Scheduled Principal Balance.............................................    $1,511,382,512        --            --     
Scheduled Principal Balances.................................................. $17,839 to $992,286   $190,590         --     
Mortgage Rates................................................................  4.950% to 11.880%     7.147%          --     
Original Terms to Maturity (in months)........................................      170 to 360         356            --     
Remaining Terms to Maturity (in months).......................................      167 to 358         352            --     
Original Combined Loan-to-Value Ratios........................................  12.48% to 100.00%     85.90%          --     
Number of Second Lien Mortgage Loans..........................................         511              --          1.62%    
Number of Interest-Only Mortgage Loans........................................        1,126             --          24.70%   
Number of Balloon Mortgage Loans..............................................         460              --          1.51%    
Geographic Distribution in Excess of 10% of the Total Scheduled Principal                                                    
  Balance:                                                                                                                   
 Number of Mortgage Loans in California.......................................        1,486             --          33.11%   
Number of Mortgage Loans in the Maximum Single Zip Code Concentration.........          10              --          0.38%    
Credit Scores.................................................................      500 to 826         622            --     
Number of Mortgage Loans with Prepayment Premiums at Origination..............        5,822             --          75.31%   
Gross Margins.................................................................   1.000% to 7.125%   5.925%(2)         --     
Maximum Mortgage Rates........................................................  10.950% to 17.500%  13.067%(2)        --     
Minimum Mortgage Rates........................................................  5.250% to 11.500%   7.094%(2)         --     
Months to Next Mortgage Rate Adjustment.......................................       15 to 58         22(2)           --     
Initial Caps..................................................................   2.000% to 3.000%   2.616%(2)         --     
Periodic Cap..................................................................        1.000%        1.000%(2)         --     

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

(1) Percentages calculated based on the total principal balance of the mortgage 
loans in pool 1.                                                                

(2) The weighted average is based only on the adjustable rate mortgage loans in 
pool 1.                                                                         

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POOL 2 MORTGAGE LOAN SUMMARY

                                                        [Enlarge/Download Table]


                                                                                                     WEIGHTED       TOTAL    
                                                                                  RANGE OR TOTAL     AVERAGE    PERCENTAGE(1)
                                                                               -------------------  ----------  -------------
                                                                                                                             
Number of Mortgage Loans......................................................        1,377             --            --     
Number of Fixed Rate Mortgage Loans...........................................         308              --          19.55%   
Number of Adjustable Rate Mortgage Loans......................................        1,069             --          80.45%   
Total Scheduled Principal Balance.............................................     $213,405,418         --            --     
Scheduled Principal Balances.................................................. $24,766 to $503,500   $154,978         --     
Mortgage Rates................................................................  5.200% to 11.875%     7.147%          --     
Original Terms to Maturity (in months)........................................      180 to 360         357            --     
Remaining Terms to Maturity (in months).......................................      175 to 358         353            --     
Original Combined Loan-to-Value Ratios........................................  25.86% to 100.00%     85.55%          --     
Number of Second Lien Mortgage Loans..........................................          63              --          1.15%    
Number of Interest-Only Mortgage Loans........................................         329              --          29.74%   
Number of Balloon Mortgage Loans..............................................          58              --          1.10%    
Geographic Distribution in Excess of 10% of the Total Scheduled Principal                                                    
  Balance:                                                                                                                   
 Number of Mortgage Loans in California.......................................         183              --          22.61%   
 Number of Mortgage Loans in Arizona..........................................         163              --          10.32%   
Number of Mortgage Loans in the Maximum Single Zip Code Concentration.........          3               --          0.60%    
Credit Scores.................................................................      500 to 826         619            --     
Number of Mortgage Loans with Prepayment Premiums at Origination..............        1,047             --          77.03%   
Gross Margins.................................................................   3.500% to 7.125%   5.947%(2)         --     
Maximum Mortgage Rates........................................................  11.200% to 16.995%  13.142%(2)        --     
Minimum Mortgage Rates........................................................  5.700% to 10.995%   7.158%(2)         --     
Months to Next Mortgage Rate Adjustment.......................................       16 to 58         22(2)           --     
Initial Caps..................................................................   2.000% to 3.000%   2.625%(2)         --     
Periodic Cap..................................................................        1.000%        1.000%(2)         --     

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

(1) Percentages calculated based on the total principal balance of the mortgage 
loans in pool 2.                                                                

(2) The weighted average is based only on the adjustable rate mortgage loans in 
pool 2.                                                                         

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 The mortgage loans were generally 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.                                                          

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES                                    

Each originator of mortgage loans has made certain representations and    
warranties concerning the mortgage loans. The sponsor's rights to these         
representations and warranties will be assigned to the depositor under a sale   
and assignment agreement and, in turn, will be assigned by the depositor to     
the trustee for the benefit of certificateholders under the trust agreement.    
In addition, the sponsor will represent that none of the mortgage loans in the  
trust fund will be "high cost" loans under applicable federal, state or local   
anti-predatory or anti-abusive lending laws.                                    

Following the discovery of a breach of any representation or warranty that
materially and adversely affects the value of a mortgage loan, or receipt of    
notice of that breach, the applicable transferor or the sponsor will be         
required to either (1) cure that breach, (2) repurchase the affected mortgage   
loan from the trust fund or (3) in certain circumstances, substitute another    
mortgage loan.                                                                  

  In order to substitute a new mortgage loan for a mortgage loan that has been
removed from the trust fund because of a breach of a representation or          
warranty, (a) substitution must take place within two years from the closing    
date and (b) a mortgage loan that is materially similar to the deleted          
mortgage loan must be available for substitution.                               

  See "The Trust Agreement--Representations and Warranties" in this prospectus
supplement.                                                                     

MORTGAGE LOAN SERVICING                                                         

 The mortgage loans will be master serviced by Aurora Loan Services LLC. The
master servicer will oversee the servicing of the mortgage loans by the         
primary servicer. Primary servicing also may subsequently be transferred in     
accordance with the trust agreement and the servicing agreement, as described   
in this prospectus supplement.                                                  

Lehman Brothers Holdings Inc. will retain certain rights relating to the  
servicing of the mortgage loans, including the right to terminate and replace   
the servicer, at any time, without cause, in accordance with the terms of the   
trust agreement and the servicing agreement, which, among other things,         
generally requires payment of a termination fee.                                

See "The Master Servicer," "The Servicer" and "Mortgage Loan Servicing" in
this prospectus supplement.                                                     

OPTIONAL PURCHASE OF THE MORTGAGE LOANS                                         

The master servicer, with the prior written consent of the seller and the 
NIMS Insurer, which consent may not be unreasonably withheld, may purchase the  
mortgage loans on or after the initial optional termination date, which is the  
distribution date following the month in which the total principal balance of   
the mortgage loans (determined in the aggregate rather than by mortgage pool)   
declines to less than 10% of the initial total principal balance of the         
mortgage loans as of the cut-off date. If the master servicer fails to          
exercise this option, the NIMS Insurer will have the right to direct the        
master servicer to exercise this option so long as it is insuring the net       
interest margin securities or any amounts payable to the NIMS Insurer in        
respect of the insurance remain unpaid.                                         

If the mortgage loans are purchased, the certificateholders will be paid  
accrued interest and principal in an amount not to exceed the purchase price.   

  If the option to purchase the mortgage loans is not exercised on the initial
optional termination date, then, beginning with the next distribution date and  
thereafter, the interest rates on the offered certificates will be increased    
as described in the table on page S-1.                                          

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 upon an optional purchase. See "Summary of    
Terms--The Certificates--Payments on the Certificates--Interest Payments" in    
this prospectus supplement for a description of the increased interest rates    
to be paid on the certificates after the initial optional termination date.     

FINANCING                                                                       

An affiliate of Lehman Brothers Inc. has provided financing for certain of
the mortgage loans. A portion of the proceeds of the sale of the certificates   
will be used to repay the financing.                                            

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TAX STATUS                                                                      

The trustee will elect to treat a portion of the trust fund as multiple   
REMICs for federal income tax purposes. Each of the offered certificates will   
represent ownership of "regular interests" in a REMIC, along with certain       
contractual rights and obligations. The Class R Certificate will be designated  
as the sole class of "residual interest" in each of the REMICs.                 

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, all of the certificates offered by this prospectus supplement may
be purchased by employee benefit plans or other retirement arrangements         
subject to the Employee Retirement Income Security Act of 1974 or Section 4975  
of the Internal Revenue Code of 1986. Offered certificates may not be acquired  
or held by a person investing assets of any such plans or arrangements prior    
to the termination of the interest rate swap agreement unless such acquisition  
or holding is eligible for the exemptive relief available under one of the      
class exemptions described in this prospectus supplement under "ERISA           
Considerations--ERISA Considerations with Respect to the Swap Agreement."       

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

LEGAL INVESTMENT CONSIDERATIONS                                                 

None of the 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 also consider.      

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

RATINGS OF THE CERTIFICATES                                                     

The certificates offered by this prospectus supplement will initially have
the ratings from Moody's Investors Service, Inc., Standard and Poor's Ratings   
Services, a division of The McGraw-Hill Companies, Inc. and Fitch Ratings set   
forth in the table on page S-1.                                                 

See "Ratings" in this prospectus supplement for a more complete discussion
of the certificate ratings and "Risk Factors--Ratings on the Securities are     
Dependent on Assessments by the Rating Agencies" in the prospectus.             

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RISK FACTORS

THE FOLLOWING INFORMATION, WHICH YOU SHOULD CAREFULLY CONSIDER, IDENTIFIES
CERTAIN SIGNIFICANT SOURCES OF RISK ASSOCIATED WITH AN INVESTMENT IN THE        
OFFERED CERTIFICATES. YOU SHOULD ALSO CAREFULLY CONSIDER THE INFORMATION SET    
FORTH UNDER "RISK FACTORS" IN THE PROSPECTUS.                                   

RISKS RELATED TO                                                                
HIGHER EXPECTED DELINQUENCIES                                               
OF THE MORTGAGE LOANS . . .   The mortgage loans, in general, were          
                    originated according to underwriting
                           guidelines that 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. In particular, a significant
                          portion of the mortgage loans in the trust
                             fund were classified in relatively low (i.e.,
                          relatively higher risk) credit categories.

                             Changes in the values of mortgaged properties
                        related to the 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 pool and
                       "Underwriting Guidelines" for a general
                          description of the underwriting guidelines
                          applied in originating the mortgage loans.

                      See also "Risk Factors--Mortgage Loans
                  Originated According to Non-Agency
                       Underwriting Guidelines May Have Higher
                             Expected Delinquencies" in the prospectus for
                     a discussion of the risks relating to
                            "subprime," "non-prime" and "non-conforming"
mortgage loans. 

MORTGAGE LOAN INTEREST RATES                                                    
MAY LIMIT INTEREST RATES ON                                                 
THE CERTIFICATES. . . . . .   All of the offered certificates will accrue   
                         interest at an interest rate that adjusts
                          monthly based on the one-month LIBOR index
                              plus a specified margin. However, the interest
                            rates on these certificates are subject to a
                           limitation, generally based on the weighted
                              average interest rate of the mortgage loans in
                            pool 1, in the case of the Class A1, A2, A3,
                             A4, A5 and A6 Certificates; in pool 2, in the
                            case of the Class A7 and A8 Certificates; or
                       in both mortgage pools, in the case the
                        subordinate certificates, net of certain
                             allocable fees and expenses of the trust fund
                      and any swap payments owed. All of the
                              mortgage loans to be included in each mortgage
                             pool will have interest rates that either are
                             fixed or adjust semi-annually based on a six-
                  month LIBOR index, as described in
                               "Description of the Mortgage Pools--The Index."

                          The adjustable rate mortgage loans in each
                            mortgage pool may also have periodic maximum
                         and minimum limitations on adjustments to
                      their interest rates, and all of these
                            adjustable rate mortgage loans will have the
                             first adjustment to their interest rates two,
                             three or five years after their first payment
                            dates. As a result, the offered certificates
                        may accrue less interest than they would
                          accrue if their interest rates were solely
                           based on the one-month LIBOR index plus the
 specified margin.

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                             A variety of factors could limit the interest
                       rates and adversely affect the yield to
                     maturity on, and market value of, the
                       certificates. Some of these factors are
described below.

                       o    The interest rates for the offered
                                  certificates adjust monthly based on the
                                   one-month LIBOR index, while the interest
                           rates on the mortgage loans to be
                               included in each mortgage pool either
                                   adjust less frequently, adjust based on a
                                  different index or do not adjust at all.
                                  Consequently, the limits on the interest
                                 rates on these certificates may prevent
                             increases in the interest rates for
                               extended periods in a rising interest
           rate environment.

                              o    The interest rates on the adjustable rate
                               mortgage loans to be included in each
                                   mortgage pool may respond to economic and
                               market factors that differ from those
                                   that affect the one-month LIBOR index. It
                                is possible that the interest rates on
                               the adjustable rate mortgage loans in
                                  each mortgage pool may decline while the
                       interest rates on the related
                                  certificates are stable or rising. It is
                                  also possible that the interest rates on
                                  the adjustable rate mortgage loans to be
                                included in each mortgage pool and the
                       interest rates on the related
                                   certificates may both decline or increase
                              during the same period, but that the
                                  interest rates on those certificates may
                            decline or increase more slowly or
  rapidly.

                     o    To the extent that fixed rate or
                            adjustable rate mortgage loans are
                               subject to default or prepayment, the
                       interest rates on the related
                                 certificates may be reduced as a result
                          of the net funds cap limitations
                                  described in this prospectus supplement.

                         o    If the interest rates on the offered
                          certificates are limited for any
                                distribution date, the resulting basis
                                 risk shortfalls may be recovered by the
                                 holders of those certificates on future
                                  distribution dates, but only if there is
                               enough cashflow generated from excess
                                 interest (and in limited circumstances,
                                  principal) on the mortgage loans to fund
                                   these shortfalls or payments are received
                                   under the interest rate swap agreement in
                           an amount sufficient to pay these
     shortfalls.

                         See "Summary of Terms--The Certificates--
                      Payments on the Certificates--Interest
                             Payments," "Description of the Certificates--
                        Distributions of Interest" and "--Credit
                           Enhancement--Overcollateralization" in this
                    prospectus supplement. For a general
                        description of the interest rates of the
                       mortgage loans, See "Description of the
                              Mortgage Pools" in this prospectus supplement.

RISKS RELATED TO POTENTIAL                                                      
INADEQUACY OF CREDIT                                                        
ENHANCEMENT AND OTHER                                                       
SUPPORT . . . . . . . . . .   The excess interest, overcollateralization,   
                          subordination, loss allocation and limited
                          cross-collateralization features, together
                       with the primary mortgage insurance and
                              interest rate swap agreement, all as described
                              in this prospectus supplement, are intended to
                           enhance the likelihood that holders of more
                            senior classes will receive regular payments
                             of interest and principal, but are limited in
                           nature and may be insufficient to repay all
             losses on the mortgage loans.

                             EXCESS INTEREST AND OVERCOLLATERALIZATION. In
                           order to maintain overcollateralization, it
                            will be necessary that the mortgage loans in
                              each mortgage pool generate more interest than
                        is needed to pay interest on the related
                     offered certificates and the Class B3
             Certificates, as well as that

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                             mortgage pool's allocable portion of fees and
                       expenses of the trust fund and any swap
                          payments owed to the swap counterparty. We
                            expect that the mortgage loans will generate
                         more interest than is needed to pay those
                         amounts, at least during certain periods,
                            because the weighted average of the interest
                            rates on the mortgage loans in each mortgage
                      pool is expected to be higher than the
                             weighted average of the interest rates on the
                              related certificates plus the weighted average
                           aggregate expense rate an any swap payments
                            owed to the swap counterparty. Any remaining
                             interest generated by the mortgage loans will
                              be used to absorb losses on the mortgage loans
                             and to maintain overcollateralization. On the
                            closing date, the total principal balance of
                        the mortgage loans will exceed the total
                            principal amount of the offered certificates
                              and the Class B3 Certificates by approximately
                           $8,621,930, which is equal to approximately
                           0.50% of the aggregate principal balance of
                          the mortgage loans as of the cut-off date.
                             This excess is referred to in this prospectus
                              supplement as "overcollateralization" and will
                        be available to absorb losses. We cannot
                             assure you, however, that the mortgage loans,
                        together with amounts available from the
                           interest rate swap agreement, will generate
                       enough excess interest to maintain this
                         overcollateralization level as set by the
                           rating agencies. The following factors will
                             affect the amount of excess interest that the
             mortgage loans will generate:

                            o    Prepayments. Every time a mortgage loan
                               is prepaid in whole or in part, total
                           excess interest after the date of
                                 prepayment will be reduced because that
                         mortgage loan will no longer be
                                 outstanding and generating interest or,
                                   in the case of a partial prepayment, will
                                 be generating less interest. The effect
                                on your certificates of this reduction
                             will be influenced by the amount of
                                  prepaid loans and the characteristics of
                            the prepaid loans. Prepayment of a
                                disproportionately high number of high
                                   interest rate mortgage loans would have a
                                  greater negative effect on future excess
   interest.

                              o    Defaults, Delinquencies and Liquidations.
                                 If the rates of delinquencies, defaults
                                  or losses on the mortgage loans turn out
                            to be higher than expected, excess
                                interest will be reduced by the amount
                         necessary to compensate for any
                             shortfalls in cash available to pay
                                   certificateholders. Every time a mortgage
                                   loan is liquidated or written off, excess
                                   interest is reduced because that mortgage
                                loan will no longer be outstanding and
              generating interest.

                            o    Increases in LIBOR. All of the mortgage
                                   loans have either fixed interest rates or
                               interest rates that adjust based on a
                                six-month LIBOR index and not the one-
                                 month LIBOR index used to determine the
                       interest rates on the offered
                       certificates and the Class B3
                                  Certificates. As a result of an increase
                                   in one-month LIBOR, the interest rates on
                           these classes of certificates may
                                increase relative to interest rates on
                                 the mortgage loans, requiring that more
                                   of the interest generated by the mortgage
                                   loans be applied to pay interest on these
                  classes of certificates.

                            See "Description of the Certificates--Credit
                           Enhancement--Overcollateralization" in this
      prospectus supplement.

                             THE INTEREST RATE SWAP AGREEMENT. Any amounts
                     received under the interest rate swap
                              agreement will be applied as described in this
                     prospectus supplement to pay interest
                              shortfalls, maintain overcollateralization and
                         repay losses. However, no amounts will be
                             payable to the supplemental interest trust by
                         the swap counterparty unless the floating
       amount owed by the swap

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                           counterparty on a distribution date exceeds
                 the fixed amount owed to the swap
                           counterparty. This will not occur except in
                           periods when one-month LIBOR (as determined
                             pursuant to the interest rate swap agreement)
                              exceeds the applicable rate of payment owed by
                              the trust fund, which will range from 3.70% to
                         4.56% per annum on the scheduled notional
                      amount as described in this prospectus
                         supplement. We cannot assure you that any
                           amounts will be received under the interest
                             rate swap agreement, or that any such amounts
                       that are received will be sufficient to
                            maintain required overcollateralization, pay
                          interest shortfalls or repay losses on the
mortgage loans. 

                      See "Description of the Certificates--
                          Supplemental Interest Trust--Interest Rate
                              Swap Agreement" in this prospectus supplement.

                              SUBORDINATION AND ALLOCATION OF LOSSES. If the
                           applicable subordination is insufficient to
                           absorb losses, then certificateholders will
                             likely incur losses and may never receive all
                       of their principal payments. You should
       consider the following:

                          o    if you buy a Class B2 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                           of the Class B3 Certificates, the
                                   principal amount of your certificate will
                             be reduced proportionately with the
                                 principal amounts of the other Class B2
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class B1 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                      of the Class B3 and Class B2
                               Certificates, the principal amount of
                          your certificate will be reduced
                            proportionately with the principal
                       amounts of the other Class B1
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M9 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                                of the Class B3, Class B2 and Class B1
                               Certificates, the principal amount of
                          your certificate will be reduced
                            proportionately with the principal
                       amounts of the other Class M9
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M8 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                                 of the Class B3, Class B2, Class B1 and
                              Class M9 Certificates, the principal
                            amount of your certificate will be
                          reduced proportionately with the
                                 principal amounts of the other Class M8
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M7 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                                 Class M9 and Class M8 Certificates, the
                                   principal amount of your certificate will
                             be reduced proportionately with the
                                 principal amounts of the other Class M7
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M6 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                         Class M9, Class M8 and Class M7
                            Certificates, the principal amount

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                             of your certificate will be reduced
                            proportionately with the principal
                       amounts of the other Class M6
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M5 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                                   Class M9, Class M8, Class M7 and Class M6
                               Certificates, the principal amount of
                          your certificate will be reduced
                            proportionately with the principal
                       amounts of the other Class M5
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M4 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                                Class M9, Class M8, Class M7, Class M6
                                  and Class M5 Certificates, the principal
                            amount of your certificate will be
                          reduced proportionately with the
                                 principal amounts of the other Class M4
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M3 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                                 Class M9, Class M8, Class M7, Class M6,
                                 Class M5 and Class M4 Certificates, the
                                   principal amount of your certificate will
                             be reduced proportionately with the
                                 principal amounts of the other Class M3
                            Certificates by the amount of that
 excess;

                          o    if you buy a Class M2 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                                 Class M9, Class M8, Class M7, Class M6,
                         Class M5, Class M4 and Class M3
                               Certificates, the principal amount of
                          your certificate will be reduced
                            proportionately with the principal
                       amounts of the other Class M2
                            Certificates by the amount of that
     excess; and

                          o    if you buy a Class M1 Certificate and
                             losses on the mortgage loans exceed
                 excess interest and any
                             overcollateralization that has been
                                  created, plus the total principal amount
                              of the Class B3, Class B2, Class B1,
                                 Class M9, Class M8, Class M7, Class M6,
                                   Class M5, Class M4, Class M3 and Class M2
                               Certificates, the principal amount of
                          your certificate will be reduced
                            proportionately with the principal
                       amounts of the other Class M1
                            Certificates by the amount of that
 excess.

                            Losses on the mortgage loans will not reduce
                  the principal amount of the senior
certificates.   

                             If overcollateralization is maintained at the
                      required amount and the mortgage loans
                         generate interest in excess of the amount
                           needed to pay interest and principal on the
                     offered certificates and the Class B3
                          Certificates, the fees and expenses of the
                            trust fund and any swap payments owed to the
                            swap counterparty, then excess interest will
            be used to pay you and other
                              certificateholders the amount of any reduction
                            in the principal amounts of the certificates
                      caused by application of losses. These
                            payments will be made in order of seniority.
                              We cannot assure you, however, that any excess
                             interest will be generated and, in any event,
                             no interest will be paid to you on the amount
                          by which your principal amount was reduced
                     because of the application of losses.

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                            See "Description of the Certificates--Credit
                              Enhancement--Subordination" and "--Application
                      of Realized Losses" in this prospectus
supplement.     

                          LIMITED CROSS-COLLATERALIZATION. Principal
                        payments on the senior certificates will
                            depend, for the most part, on collections on
                          the mortgage loans in the related mortgage
                           pool. However, the senior certificates will
                             have the benefit of credit enhancement in the
                 form of overcollateralization and
                           subordination from each mortgage pool. That
                        means that even if the rate of losses on
                              mortgage loans in the mortgage pool related to
                        any class of senior certificates is low,
                         losses in the unrelated mortgage pool may
                    reduce the loss protection for those
certificates.   

                         PRIMARY MORTGAGE INSURANCE. Approximately
                          67.50% and 69.10% of the mortgage loans in
                          pool 1 and pool 2, respectively, are first
                            lien mortgage loans having original loan-to-
                            value ratios greater than 80%, calculated as
                            described under "Description of the Mortgage
                           Pools--General." None of the mortgage loans
                             are covered by existing borrower paid primary
                           mortgage insurance policies. On the closing
                     date, two loan-level primary mortgage
                             insurance policies will be acquired on behalf
                        of the trust fund from Mortgage Guaranty
                           Insurance Corporation and Republic Mortgage
                              Insurance Company, providing initial insurance
                             coverage for approximately 42.88% and 26.66%,
                          respectively, of those first lien mortgage
                        loans with original loan-to-value ratios
                         greater than 80%. Such loan-level primary
                          mortgage insurance policies will generally
                              have the effect of reducing the original loan-
                         to-value ratios of those covered mortgage
                          loans to approximately 60%. However, these
                            policies will only cover first lien mortgage
                      loans and are subject to various other
                        limitations and exclusions. As a result,
                         coverage may be limited or denied on some
                             mortgage loans. In addition, since the amount
                           of coverage under these policies depends on
                      the loan-to-value ratio of the related
                            mortgaged property at the inception of these
                       policies, a decline in the value of the
                             related mortgaged property will not result in
                           increased coverage, and the trust may still
                         suffer a loss on a covered mortgage loan.
                             Accordingly, these primary mortgage insurance
                             policies will provide only limited protection
                     against losses on the mortgage loans.

                        See "Description of the Mortgage Pools--
                              Primary Mortgage Insurance" in this prospectus
supplement.     

EFFECT OF CREDITWORTHINESS OF                                                   
PRIMARY MORTGAGE INSURERS                                                   
ON RATINGS OF CERTIFICATES.   The ratings assigned to the certificates by   
                            the rating agencies will be based in part on
                          the financial strength ratings assigned to
                           Mortgage Guaranty Insurance Corporation and
                        Republic Mortgage Insurance Company, the
                       insurers providing the primary mortgage
                            insurance coverage described above. Mortgage
                          Guaranty Insurance Corporation's financial
                              strength ratings are currently "AA" by S&P and
                             "Aa2" by Moody's. Republic Mortgage Insurance
                        Company's financial strength ratings are
                           currently "AA" by S&P, "Aa3" by Moody's and
                            "AA" by Fitch. However, any of these ratings
                           could be qualified, reduced or withdrawn at
any time.       

                             Any qualification, reduction or withdrawal of
                         the ratings assigned to Mortgage Guaranty
                          Insurance Corporation or Republic Mortgage
                             Insurance Company could result in a reduction
                      of the ratings assigned to the offered
                            certificates, which could in turn affect the
                   liquidity and market value of those
certificates.   

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                        See "Description of the Mortgage Pools--
                              Primary Mortgage Insurance" in this prospectus
supplement.     

RISKS RELATED TO THE INTEREST                                                   
RATE SWAP AGREEMENT . . . .   Any net swap payment payable to the swap      
                            counterparty under the terms of the interest
                       rate swap agreement will reduce amounts
             available for distribution to
                              certificateholders, and may reduce payments of
                            interest on the certificates. If the rate of
                           prepayments on the mortgage loans is faster
                        than anticipated, the scheduled notional
                      amount on which payments due under the
                           interest rate swap agreement are calculated
                             may exceed the total principal balance of the
                      mortgage loans, thereby increasing the
                              relative proportion of interest collections on
                          the mortgage loans that must be applied to
                           make swap payments to the swap counterparty
                           and, under certain circumstances, requiring
                        application of principal received on the
                           mortgage loans to make net swap payments to
                     the swap counterparty. Therefore, the
                             combination of a rapid rate of prepayment and
                             low prevailing interest rates could adversely
                      affect the yields on the certificates.

                       In the event that the trust fund, after
                         application of all interest and principal
                           received on the mortgage loans, cannot make
                          the required net swap payments to the swap
                           counterparty, a swap termination payment as
                            described in this prospectus supplement will
                     be owed to the swap counterparty. Any
                       termination payment payable to the swap
                     counterparty in the event of an early
                     termination of the interest rate swap
                           agreement will reduce amounts available for
                   distribution to certificateholders.

                      See "Description of the Certificates--
                            Distributions of Interest," "--Distributions
                          of Principal" and "--Supplemental Interest
                     Trust" in this prospectus supplement.

EFFECT OF CREDITWORTHINESS OF                                                   
SWAP COUNTERPARTY ON                                                        
RATINGS OF CERTIFICATES . .   As of the date of this prospectus supplement, 
                       the swap counterparty currently has the
                           ratings described under "Description of the
                              Certificates--Supplemental Interest Trust--The
                      Swap Counterparty." The ratings of the
                           certificates are dependent in part upon the
                             credit ratings of the swap counterparty. If a
                         credit rating of the swap counterparty is
                            qualified, reduced or withdrawn and the swap
                              counterparty does not post collateral securing
                            its obligations under the interest rate swap
                             agreement or a substitute counterparty is not
                            obtained in accordance with the terms of the
                            interest rate swap agreement, the ratings of
                          the offered certificates may be qualified,
                              reduced or withdrawn. In that event, the value
                            and marketability of those certificates will
      be adversely affected.

                      See "Description of the Certificates--
                          Supplemental Interest Trust--Interest Rate
                              Swap Agreement" in this prospectus supplement.

SPECIAL DEFAULT                                                                 
RISK OF SECOND LIEN                                                         
MORTGAGE LOANS. . . . . . .   Approximately 1.62% and 1.15% of those        
                    mortgage loans in pool 1 and pool 2,
                            respectively, are secured by second liens on
                              the related mortgaged properties. These second
                          lien mortgage loans are subordinate to the
                         rights of the mortgagee under the related
                         first lien mortgage loans and may present
                             special risks upon default of any second lien
mortgage loans. 

                          See "Risk Factors--Special Default Risk of
                              Second Lien Mortgage Loans" in the prospectus.

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RISKS RELATED TO                                                                
UNPREDICTABILITY AND                                                        
EFFECT OF PREPAYMENTS . . .   The rate of prepayments on the mortgage loans 
                        will be sensitive to prevailing interest
                              rates. Generally, if prevailing interest rates
                      decline, mortgage loan prepayments may
                   increase due to the availability of
                       refinancing at lower interest rates. If
                              prevailing interest rates rise, prepayments on
                the mortgage loans may decrease.

                            Borrowers may prepay their mortgage loans in
                      whole or in part at any time; however,
                        approximately 75.31% and 77.03% of those
                    mortgage loans in pool 1 and pool 2,
                      respectively, require the payment of a
                         prepayment premium in connection with any
                          voluntary prepayments in full, and certain
                          voluntary prepayments in part, made during
                              periods ranging from six months to three years
                            after origination, in the case of pool 1 and
                            two months to three years after origination,
                       in the case of pool 2. These prepayment
                      premiums may discourage borrowers from
                         prepaying their mortgage loans during the
  applicable period.

                            A prepayment of a mortgage loan will usually
                       result in a payment of principal on the
                           certificates, and, depending on the type of
                            certificate and the price investors paid for
                              that certificate, may affect the yield on that
certificate.    

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

RISKS RELATED TO MORTGAGE                                                       
LOANS WITH INTEREST-ONLY                                                    
PAYMENTS. . . . . . . . . .   Approximately 24.70% and 29.74% of those      
                    mortgage loans in pool 1 and pool 2,
                             respectively, provide for payment of interest
                             at the related mortgage interest rate, but no
                          payment of principal, for a period of two,
                          three or five years following origination.
                              Following the applicable interest-only period,
                           the monthly payment with respect to 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
               related 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
                             related certificates than would have been the
                             case had these loans not been included in the
                            trust fund. In addition, a borrower may view
                       the absence of any obligation to make a
                          payment of principal during the first two,
                             three or five years of the term of a mortgage
                           loan as a disincentive to prepayment. After
                         the monthly payment has been increased to
                              include principal amortization, delinquency or
           default may be more likely.

                           See "Yield, Prepayment and Weighted Average
                            Life--General" in this prospectus supplement
                            and "Risk Factors--Risks Related to Mortgage
                          Loans with Interest-Only Payments" and "--
                       Changes in U.S. Economic Conditions May
                            Adversely Affect the Performance of Mortgage
                            Loans, Particularly Adjustable Rate Loans of
                Various Types" in the propectus.

DELINQUENCIES DUE TO SERVICING                                                  
TRANSFER. . . . . . . . . .   The primary servicer of the mortgage loans    
                             will be HomEq Servicing Corporation. Mortgage
                             loans serviced by the primary servicer may be
                            transferred in the future in accordance with
           the provisions of the trust

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                          agreement and the servicing agreement as a
                      result of, among other things, (i) the
                             occurrence of unremedied events of default in
                        servicer performance under the servicing
                             agreement, (ii) the exercise by the seller of
                           its right to terminate the servicer without
                            cause upon sixty days' written notice, (iii)
                           the occurrence of certain mortgage loss and
                             delinquency triggers, or (iv) the transfer of
                            severely delinquent loans for servicing by a
 special servicer.

                              Disruptions resulting from servicing transfers
                         may affect the yield of the certificates.

                     See "The Servicer" and "Mortgage Loan
                            Servicing" in this prospectus supplement and
                             "Risk Factors--Delinquencies Due to Servicing
            Transfer" in the prospectus.

RISKS RELATED TO GEOGRAPHIC                                                     
CONCENTRATION OF MORTGAGE                                                   
LOANS . . . . . . . . . . .   Approximately 33.11% and 22.61% of those      
                    mortgage loans in pool 1 and pool 2,
                       respectively, are secured by properties
                   located in California. In addition,
                             approximately 10.32% of the mortgage loans in
                           pool 2 are secured by properties located in
                            Arizona. The rate of delinquencies, defaults
                              and losses on the mortgage loans may be higher
                        than if fewer of the mortgage loans were
                            concentrated in these states because certain
                      conditions in these states will have a
                             disproportionate impact on the mortgage loans
in general.     

                           See "Yield, Prepayment and Weighted Average
                             Life" in this prospectus supplement and "Risk
                        Factors--Geographic Concentration of the
                      Mortgage Loans" in the prospectus. For
                    additional information regarding the
                              geographic concentration of the mortgage loans
                             to be included in each mortgage pool, see the
                            geographic distribution tables in Annex B of
           this prospectus supplement.

VIOLATION OF VARIOUS FEDERAL,                                                   
STATE AND LOCAL LAWS MAY                                                    
RESULT IN LOSSES ON THE                                                     
MORTGAGE LOANS. . . . . . .   Violations of certain federal, state or local 
                    laws and regulations relating to the
                             protection of consumers, unfair and deceptive
                           practices and debt collection practices may
                            limit the ability of the servicer to collect
                              all or part of the principal of or interest on
                          the mortgage loans and, in addition, could
                     subject the trust fund to damages and
           administrative enforcement.

                        See "Risk Factors--Violations of Various
                           Federal, State and Local Laws May Result in
                    Losses on the Mortgage Loans" in the
prospectus.     

VIOLATION OF PREDATORY                                                          
LENDING LAWS/RISKS RELATED                                                  
TO HIGH COST LOANS. . . . .   Various federal, state and local laws have    
                            been enacted that are designed to discourage
                              predatory lending practices. Failure to comply
                            with these laws, to the extent applicable to
                            any of the mortgage loans, could subject the
                          trust fund, as an assignee of the mortgage
                             loans, to monetary penalties and could result
                        in the borrowers rescinding the affected
                              mortgage loans. If the loans are found to have
                            been originated in violation of predatory or
                            abusive lending laws and the seller does not
                         repurchase the affected loans and pay any
                             related liabilities, certificateholders could
incur losses.   

                          For a discussion of anti-predatory lending
                            laws and the effect of any "high cost" loans
                      on the trust fund, See "Risk Factors--
                              Predatory Lending Laws/High Cost Loans" in the
prospectus.     

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GLOSSARY

A glossary of defined terms used in this prospectus supplement begins on  
page S-82. Any terms used in this prospectus supplement and not defined in the  
glossary are defined in the accompanying prospectus.                            

DESCRIPTION OF THE CERTIFICATES 

GENERAL                                                                         

The Series 2005-HE1 Structured Asset Investment Loan Trust Mortgage Pass- 
Through Certificates will consist of the Class A1, Class A2, Class A3, Class    
A4, Class A5, Class A6, Class A7, Class A8, Class M1, Class M2, Class M3,       
Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1, Class     
B2, Class B3, Class P, Class X and Class R Certificates. The Certificates       
represent beneficial ownership interests in the Trust Fund, the assets of       
which consist primarily of (1) two pools of conventional, adjustable and fixed  
rate, fully amortizing and balloon, first and second lien, residential          
Mortgage Loans, (2) such assets as from time to time are deposited in respect   
of the Mortgage Loans in the Servicing Account, the Collection Account and the  
Certificate Account, (3) property acquired by foreclosure of Mortgage Loans or  
deed in lieu of foreclosure, (4) primary mortgage insurance and other           
insurance policies covering certain of the Mortgage Loans or the related        
Mortgaged Properties, (5) the rights of the Depositor under the Sale and        
Assignment Agreement, as described under "The Trust Agreement--Assignment of    
Mortgage Loans," (6) the Basis Risk Reserve Fund, as described under "--        
Distributions of Interest--Basis Risk Shortfalls" and (7) all proceeds of the   
foregoing. In addition, the Certificates will represent beneficial ownership    
interests in the Supplemental Interest Trust, the primary asset of which will   
be the Swap Agreement described under "--Supplemental Interest Trust--Interest  
Rate Swap Agreement," and all proceeds thereof.                                 

The Mortgage Loans to be included in the Trust Fund will consist of Fixed 
Rate Mortgage Loans and Adjustable Rate Mortgage Loans, as described under      
"Description of the Mortgage Pools." Pool 1 will consist of Mortgage Loans      
with original principal balances that may be less than, equal to, or in excess  
of, Freddie Mac loan amount limitations. Pool 2 will consist only of those      
Mortgage Loans with original principal balances that do not exceed the          
applicable Freddie Mac maximum original loan amount limitations for one-to      
four-family residential Mortgaged Properties.                                   

Each class of Offered Certificates will be issued in the respective       
approximate Class Principal Amount specified in the table on page S-1 and will  
accrue interest at the respective Interest Rate specified in the table on page  
S-1 and as further described under "Summary of Terms--The Certificates--        
Payments on the Certificates--Interest Payments." The Class B3 Certificates     
will be issued in the approximate initial Class Principal Amount of             
$10,349,000 and will accrue interest at the Interest Rate described under "--   
Distributions of Interest." The Class P, Class X and Class R Certificates will  
be entitled to amounts set forth in the Trust Agreement and will be issued      
without interest rates. The initial total Certificate Principal Amount of the   
Offered Certificates may be increased or decreased by up to five percent to     
the extent that the Cut-off Date Balance of the Mortgage Loans is               
correspondingly increased or decreased as described under "Description of the   
Mortgage Pools" herein.                                                         

For purposes of allocating distributions of principal and interest on the 
Senior Certificates, (1) the Group 1 Certificates will relate to, and           
generally will be limited to collections from, the Pool 1 Mortgage Loans and    
(2) the Group 2 Certificates will relate to, and generally will be limited to   
collections from, the Pool 2 Mortgage Loans. However, holders of each class of  
Senior Certificates will receive the benefit of Monthly Excess Interest         
generated by each Mortgage Pool and, to a limited extent, certain principal     
payments generated by the Mortgage Pool unrelated to that class. Holders of     
Offered Subordinate Certificates and the Class B3 Certificates will be          
entitled to receive distributions based upon principal and interest             
collections from each Mortgage Pool, but such rights to distributions will be   
subordinate to the rights of the holders of the Senior Certificates to the      
extent described herein.                                                        

The Class X Certificates will be entitled to Monthly Excess Cashflow, if  
any, from each Mortgage Pool remaining after required distributions are made    
to the Offered Certificates and the Class B3 Certificates, to pay certain       
expenses of the Trust Fund (including payments to the Swap Counterparty). The   
Class P Certificates will solely be entitled to receive all Prepayment          
Premiums received in respect of the Mortgage Loans from each Mortgage Pool      
and, accordingly, such amounts will not be available for distribution to the    
holders of the other classes of Certificates or to the Servicer as additional   
servicing compensation. The Class R Certificates will represent the remaining   
interest in the assets of the Trust                                             

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Fund after the required distributions are made to all other classes of          
Certificates and will evidence the residual interest in the REMICs.             

Lehman Pass-Through Securities Inc., an affiliate of the Sponsor, the     
Depositor, Aurora Loan Services LLC and Lehman Brothers Inc., will initially    
hold the Class P and Class X Certificates and intends to enter into a NIMS      
Transaction. The NIM Securities issued in the NIMS Transaction may be insured   
by a NIMS Insurer. If the NIM Securities are so insured, the NIMS Insurer will  
have certain rights under the Trust Agreement and the Servicing Agreement as    
described herein.                                                               

Distributions on the Offered Certificates will be made on the Distribution
Date to Certificateholders of record on the applicable record date specified    
in the table on page S-2. Distributions on the Offered Certificates will be     
made to each registered holder entitled thereto, by wire transfer in            
immediately available funds; provided, that the final distribution in respect   
of any Certificate will be made only upon presentation and surrender of such    
Certificate at the Corporate Trust Office of the Trustee. See "The Trust        
Agreement--The Trustee" herein.                                                 

BOOK-ENTRY REGISTRATION                                                         

The Offered Certificates will be issued, maintained and transferred on the
book-entry records of DTC and its Participants. Each class of Book-Entry        
Certificates will be represented by one or more Global Securities that equal    
in the aggregate the initial Class Principal Amount of the related class        
registered in the name of the nominee of DTC. The Offered Certificates will be  
issued in minimum denominations in the principal amounts and the incremental    
denominations in excess thereof specified in the table on page S-2.             

Beneficial Owners of the Book-Entry Certificates will hold their          
Certificates through DTC in the United States, or Clearstream Luxembourg or     
Euroclear in Europe if they are participants of such systems, or indirectly     
through organizations which are participants in such systems. Each class of     
Book-Entry Certificates will be issued in one or more certificates that equal   
the initial Class Principal Amount of the related class of Offered              
Certificates and will initially be registered in the name of Cede & Co., the    
nominee of DTC. Clearstream Luxembourg and Euroclear will hold omnibus          
positions on behalf of their participants through customers' securities         
accounts in Clearstream Luxembourg's and Euroclear's names on the books of      
their respective depositaries which in turn will hold such positions in         
customers' securities accounts in the depositaries names on the books of DTC.   
Except as described below, no Beneficial Owner will be entitled to receive a    
physical certificate representing such Certificate. 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 shall 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 shall 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. See "Description    
of the Securities--Book-Entry Registration" in the prospectus.                  

Because of time zone differences, credits of securities received in       
Clearstream Luxembourg or Euroclear as a result of a transaction with a         
Participant will be made during subsequent securities settlement processing     
and dated the business day following the DTC settlement date. Such credits or   
any transactions in such securities settled during such processing will be      
reported to the relevant Euroclear or Clearstream Luxembourg Participants on    
such business day. Cash received in Clearstream Luxembourg or Euroclear as a    
result of sales of securities by or through a Clearstream Luxembourg            
Participant or Euroclear Participant to a DTC Participant will be received      
with value on the DTC settlement date but will be available in the relevant     
Clearstream Luxembourg or Euroclear cash account only as of the business day    
following settlement in DTC.                                                    

  For information with respect to tax documentation procedures relating to the
Book-Entry Certificates, See "Material Federal Income Tax Considerations--      
Taxation of Securities Treated as Debt Instruments" in the prospectus and       
"Global Clearance, Settlement and Tax Documentation Procedures--Certain U.S.    
Federal Income Tax Documentation Requirements" in Annex A hereto.               

DISTRIBUTIONS OF INTEREST                                                       

CALCULATION OF INTEREST. The amount of interest distributable on each     
Distribution Date in respect of each class of Offered Certificates and the      
Class B3 Certificates will equal the sum of (1) Current Interest for such       
class and for such                                                              

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date and (2) any Carryforward Interest for such class and for such date.        
Interest will accrue on the Offered Certificates and the Class B3 Certificates  
on the basis of a 360-day year and the actual number of days elapsed in each    
Accrual Period.                                                                 

The Interest Rate for each class of Offered Certificates will be the      
applicable annual rate described under "Summary of Terms--The Certificates--    
Payments on the Certificates--Interest Payments." The Interest Rate for the     
Class B3 Certificates will be the lesser of (1) LIBOR plus the B3 Spread and    
(2) the Subordinate Net Funds Cap.                                              

 BASIS RISK SHORTFALLS. With respect to each Distribution Date and any class
of Offered Certificates or the Class B3 Certificates, such class will be        
entitled to the amount of any Basis Risk Shortfall or Unpaid Basis Risk         
Shortfall with interest thereon at the applicable Interest Rate (calculated     
without regard to the applicable Net Funds Cap) before the holders of the       
Class X and Class R Certificates are entitled to any distributions. The         
Offered Certificates and the Class B3 Certificates will be entitled to the      
amount of such Basis Risk Shortfall or Unpaid Basis Risk Shortfall from (1)     
Monthly Excess Cashflow, treated as paid from, and to the extent such funds     
are on deposit in, the Basis Risk Reserve Fund and (2) any amounts received     
under the Swap Agreement. See "--Credit Enhancement--Application of Monthly     
Excess Cashflow" and "--Supplemental Interest Trust--Interest Rate Swap         
Agreement" below. The source of funds on deposit in the Basis Risk Reserve      
Fund will be limited to (1) an initial deposit of $1,000 by the Sponsor and     
(2) certain amounts that would otherwise be distributed to the Class X          
Certificates. Notwithstanding the foregoing, the amount of any Basis Risk       
Shortfall for any class of Offered Certificates and the Class B3 Certificates   
in respect of any Distribution Date may not exceed the amount, if any, by       
which (x) the amount payable at the applicable Maximum Interest Rate exceeds    
(y) the amount payable at the applicable Net Funds Cap.                         

The amount of Monthly Excess Cashflow distributable with respect to the   
Class X Certificates on any Distribution Date will be reduced by the amount of  
any Basis Risk Payment not satisfied from amounts, if any, on deposit in the    
Basis Risk Reserve Fund.                                                        

INTEREST PAYMENT PRIORITIES. The Interest Remittance Amount for each      
Mortgage Pool will be distributed on each Distribution Date (or, in the case    
of payments to the Swap Counterparty, the Business Day prior to each            
Distribution Date) as follows:                                                  

A. On each Distribution Date, the Trustee will make the following         
distributions, concurrently:                                                    

     (i)         The Interest Remittance Amount for Pool 1 for such date
will be distributed in the following order of priority:               

       (a)          for deposit into the Supplemental Interest Trust
Account, the allocable portion of any Net Swap Payment or Swap
Termination Payment for Pool 1 (based on the applicable Pool  
Percentage) owed to the Swap Counterparty (including amounts  
remaining unpaid from previous Distribution Dates);           

       (b)          for deposit into the Supplemental Interest Trust
       Account, any Net Swap Payment or Swap Termination Payment owed to the
 Swap Counterparty to the extent not paid previously or from the
       Interest Remittance Amount from the other Mortgage Pool in accordance
with clause A.(ii)(a) below;                                  

 (c)          concurrently, to each class of the Group 1
       Certificates, Current Interest and any Carryforward Interest for such
       classes for such Distribution Date (any shortfall in Current Interest
 and Carryforward Interest to be allocated among such classes in
proportion to the amount of Current Interest and Carryforward 
Interest that would otherwise be distributable thereon); and  

            (d)          for application pursuant to clause B. below, any such
Interest Remittance Amount remaining undistributed for such   
Distribution Date.                                            

     (ii)        The Interest Remittance Amount for Pool 2 for such date
will be distributed in the following order of priority:               

       (a)          for deposit into the Supplemental Interest Trust
Account, the allocable portion of any Net Swap Payment or Swap
Termination Payment for Pool 2 (based on the applicable Pool  
Percentage) owed to the Swap Counterparty (including amounts  
remaining unpaid from previous Distribution Dates);           

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       (b)          for deposit into the Supplemental Interest Trust
       Account, any Net Swap Payment or Swap Termination Payment owed to the
 Swap Counterparty to the extent not paid previously or from the
       Interest Remittance Amount from the other Mortgage Pool in accordance
with clause A.(i)(a) above;                                   

 (c)          concurrently, to each class of the Group 2
       Certificates, Current Interest and any Carryforward Interest for such
       classes for such Distribution Date (any shortfall in Current Interest
 and Carryforward Interest to be allocated among such classes in
proportion to the amount of Current Interest and Carryforward 
Interest that would otherwise be distributable thereon); and  

            (d)          for application pursuant to clause B. below, any such
Interest Remittance Amount remaining undistributed for such   
Distribution Date.                                            

B. On each Distribution Date, the Trustee will distribute the aggregate of
any remaining Interest Remittance Amounts from clauses A.(i)(d) and A.(ii)(d)   
above, in the following order of priority:                                      

 (i)         concurrently, to each class of Senior Certificates,
  Current Interest and any Carryforward Interest for such classes for such
Distribution Date (any shortfall in Current Interest and Carryforward 
 Interest to be allocated among such classes in proportion to the amount
of Current Interest and Carryforward Interest that would otherwise be 
 distributable thereon) to the extent not paid on such Distribution Date
pursuant to clauses A.(i)(c) and A.(ii)(c) above;                     

       (ii)        to each class of Offered Subordinate Certificates and the
Class B3 Certificates, in accordance with the Subordinate Priority,   
  Current Interest and any Carryforward Interest for such classes for such
Distribution Date;                                                    

        (iii)       to the Credit Risk Manager, the Credit Risk Manager's Fee;

   (iv)        to the Trustee, previously unreimbursed extraordinary
costs, liabilities and expenses to the extent provided in the Trust   
Agreement; and                                                        

    (v)         for application as part of Monthly Excess Cashflow for
such Distribution Date, as described under "--Credit Enhancement--    
Application of Monthly Excess Cashflow" below, any such Interest      
Remittance Amounts remaining undistributed for such Distribution Date.

PREPAYMENT INTEREST SHORTFALLS. When a principal prepayment in full or in 
part 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 will be distributed to holders of the       
Offered Certificates and the Class B3 Certificates on the Distribution Date     
following that Prepayment Period. To the extent that, as a result of a full     
prepayment, a borrower is not required to pay a full month's interest on the    
amount prepaid, a Prepayment Interest Shortfall could result. In contrast, in   
the case of a prepayment in full on a Mortgage Loan made in the same month in   
which such prepayment is distributed to Certificateholders, Prepayment          
Interest Excess could result.                                                   

With respect to prepayments in full or in part, the Servicer will be      
obligated to pay Compensating Interest to the extent a Prepayment Interest      
Shortfall occurs. The Master Servicer is not obligated to fund any Prepayment   
Interest Shortfalls required to be paid but not paid by the Servicer. See       
"Mortgage Loan Servicing--Prepayment Interest Shortfalls" herein. Any Net       
Prepayment Interest Shortfall will reduce the Interest Remittance Amount        
available for distribution on the related Distribution Date.                    

DETERMINATION OF LIBOR                                                          

 On each LIBOR Determination Date, the Trustee will determine LIBOR based on
(1) the offered rates for U.S. dollar deposits of one month maturity, as such   
rates appear on the Designated Telerate Page set by the BBA as of 11:00 a.m.    
(London time) on such LIBOR Determination Date or (2) if such offered rate      
does not appear on the Designated Telerate Page as of 11:00 a.m. (London        
time), the Trustee will obtain such rate from the Reuters Monitor Money Rates   
Service page "LIBOR01," and if the offered rate does not appear therein, from   
the Bloomberg L.P. page "BBAM."                                                 

  If any such offered rate is not published for such LIBOR Determination Date,
LIBOR for such date will be the most recently published offered rate on the     
Designated Telerate Page. In the event that the BBA no longer sets such         
offered rate, the Trustee will designate an alternative index that has          
performed, or that the Trustee expects to perform, in a manner substantially    
similar to the BBA's offered rate. The Trustee will select a particular index   
as the alternative index                                                        

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only if it receives an opinion of counsel (furnished at the Trust Fund's        
expense) that the selection of such index will not cause any of the REMICs to   
lose their classification as REMICs for federal income tax purposes.            

The establishment of LIBOR on each LIBOR Determination Date by the Trustee
and the Trustee's calculation of the Interest Rate applicable to each class of  
Offered Certificates and the Class B3 Certificates for the related Accrual      
Period will (in the absence of manifest error) be final and binding.            

LIBOR for the first Accrual Period will be 3.46%.                         

DISTRIBUTIONS OF PRINCIPAL                                                      

 GENERAL. Distributions of principal on the Senior Certificates will be made
primarily from the Principal Distribution Amount for the related Mortgage Pool  
and secondarily from the Principal Distribution Amount from the unrelated       
Mortgage Pool, from Monthly Excess Cashflow from each Mortgage Pool, to the     
extent of such excess available funds, as described under "--Credit             
Enhancement--Application of Monthly Excess Cashflow" below and from the         
Supplemental Interest Trust Amount (if any), as described under "--             
Supplemental Interest Trust--Application of Deposits and Payments Received by   
the Supplemental Interest Trust" below. Distributions of principal on the       
Offered Subordinate Certificates and the Class B3 Certificates will be made     
primarily from the aggregate of the Principal Distribution Amounts from each    
Mortgage Pool after distributions of principal have been made on the Senior     
Certificates, and secondarily from Monthly Excess Cashflow from each Mortgage   
Pool, to the extent of such excess available funds, as described under "--      
Credit Enhancement--Application of Monthly Excess Cashflow" below and from the  
Supplemental Interest Trust Amount (if any), as described under "--             
Supplemental Interest Trust--Application of Deposits and Payments Received by   
the Supplemental Interest Trust" below.                                         

PRINCIPAL PAYMENT PRIORITIES. The Principal Distribution Amount for each  
Mortgage Pool will be distributed on each Distribution Date (or, in the case    
of payments to the Swap Counterparty, the Business Day prior to each            
Distribution Date) as follows:                                                  

I. On each Distribution Date (a) prior to the Stepdown Date or (b) with   
respect to which a Trigger Event is in effect, until the aggregate Certificate  
Principal Amount of the Offered Certificates and the Class B3 Certificates      
equals the Target Amount for such Distribution Date, the Trustee will make the  
following distributions, concurrently.                                          

       (A)  For Pool 1: The Principal Distribution Amount for Pool 1 will be
distributed in the following order of priority:                       

       (i)          for deposit into the Supplemental Interest Trust
Account, the allocable portion of any Net Swap Payment or Swap
     Termination Payment with respect to Pool 1 (based on the applicable
   Pool Percentage) owed to the Swap Counterparty (to the extent not
      paid previously or from the Interest Remittance Amount in accordance
 with "--Distributions of Interest--Interest Payment Priorities"
above);                                                       

           (ii)    for deposit into the Supplemental Interest Trust Account,
   any Net Swap Payment or Swap Termination Payment owed to the Swap
    Counterparty (to the extent not paid previously, from the Interest
     Remittance Amount in accordance with "--Distributions of Interest--
     Interest Payment Priorities" above, from the Principal Distribution
Amount for Pool 2 in accordance with clauses I(B)(i) below or 
pursuant to clause (i) above);                                

        (iii)   to the Group 1 Certificates, in the following order of
priority:                                                     

                (a)     first, to the Class A1, Class A2, Class A3, Class A4
    and Class A5 Certificates, concurrently, in each case in
      proportion to the aggregate Class Principal Amount of such
classes, as follows:                                

          (I) to the Class A1 and Class A2 Certificates,
         sequentially and in that order, until the Class Principal
       Amount of each such class has been reduced to zero; and

           (II)     to the Class A3, Class A4 and Class A5
             Certificates, sequentially and in that order, until the Class
             Principal Amount of each such class has been reduced to zero;

                 (b)     second, to the Class A6 Certificates, until the Class
        Principal Amount of such class has been reduced to zero; and

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        (iv)    for application pursuant to clause (C) below, any such
Principal Distribution Amount remaining undistributed for such
Distribution Date.                                            

       (B)  For Pool 2: The Principal Distribution Amount for Pool 2 will be
distributed in the following order of priority:                       

       (i)          for deposit into the Supplemental Interest Trust
Account, the allocable portion of any Net Swap Payment or Swap
     Termination Payment with respect to Pool 2 (based on the applicable
   Pool Percentage) owed to the Swap Counterparty (to the extent not
      paid previously or from the Interest Remittance Amount in accordance
 with "--Distributions of Interest--Interest Payment Priorities"
above);                                                       

           (ii)    for deposit into the Supplemental Interest Trust Account,
   any Net Swap Payment or Swap Termination Payment owed to the Swap
    Counterparty (to the extent not paid previously, from the Interest
     Remittance Amount in accordance with "--Distributions of Interest--
     Interest Payment Priorities" above, from the Principal Distribution
       Amount for Pool 1 in accordance with clause I(A)(i) above or pursuant
to clause (i) above);                                         

            (iii)   (a) if a Sequential Trigger Event is not in effect, to the
    Class A7 and Class A8 Certificates, concurrently, in proportion to
     their respective Class Principal Amounts, until the Class Principal
Amount of each such class has been reduced to zero or (b) if a
     Sequential Trigger Event is in effect, to the Class A7 and Class A8
      Certificates, sequentially, in that order, until the Class Principal
Amount of each such class has been reduced to zero; and       

        (iv)    for application pursuant to clause (C) below, any such
Principal Distribution Amount remaining undistributed for such
Distribution Date.                                            

 (C)  On each Distribution Date, the Trustee will distribute the
aggregate of any remaining Principal Distribution Amounts from clauses
(A)(iv) and (B)(iv) above, as applicable, in the following order of   
priority:                                                             

         (i)          concurrently, in proportion to the aggregate Class
  Principal Amounts of the Group 1 and Group 2 Certificates, after
    giving effect to principal distributions on such Distribution Date
     pursuant to clauses (A)(iii) and (B)(iii) above, to the Group 1 and
   Group 2 Certificates, in each case in accordance with the Related
      Senior Priority, until the Class Principal Amount of each such class
has been reduced to zero;                                     

          (ii)    to the Offered Subordinate Certificates and the Class B3
      Certificates, in accordance with the Subordinate Priority, until the
     Class Principal Amount of each such class has been reduced to zero;
and                                                           

        (iii)   for application as part of Monthly Excess Cashflow for
    such Distribution Date, as described under "--Credit Enhancement--
   Application of Monthly Excess Cashflow" below, any such Principal
     Distribution Amount remaining after application pursuant to clauses
(i) and (ii) above.                                           

Any Principal Distribution Amount remaining on any Distribution Date after
the Target Amount is achieved will be applied as part of the Monthly Excess     
Cashflow for such Distribution Date as described under "--Credit Enhancement--  
Application of Monthly Excess Cashflow" below.                                  

II. On each Distribution Date (or, in the case of payments to the Swap    
Counterparty, the Business Day prior to each Distribution Date) (a) on or       
after the Stepdown Date and (b) with respect to which a Trigger Event is not    
in effect, the Principal Distribution Amount for each Mortgage Pool for such    
date will be distributed in the following order of priority:                    

       (i)         for deposit into the Supplemental Interest Trust Account,
   the allocable portion of any Net Swap Payment or Swap Termination Payment
  for such Mortgage Pool (based on the applicable Pool Percentage) owed to
the Swap Counterparty (to the extent not paid previously or from the  
Interest Remittance Amount in accordance with "--Distributions of     
Interest--Interest Payment Priorities" above);                        

       (ii)        for deposit into the Supplemental Interest Trust Account,
   the allocable portion of any Net Swap Payment or Swap Termination Payment
   with respect to the other Mortgage Pool owed to the Swap Counterparty (to
the extent not paid previously, from the Interest Remittance Amount in
accordance with "--Distributions of Interest--Interest Payment        
Priorities" above or pursuant to clause (i) above);                   

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        (iii)       (a) so long as any of the Offered Subordinate Certificates
   or the Class B3 Certificates are outstanding, to the Group 1 Certificates
in accordance with the Related Senior Priority (from amounts in Pool 1
 except as provided below) and to the Group 2 Certificates in accordance
with the Related Senior Priority (from amounts in Pool 2 except as    
 provided below), in each case, an amount equal to the lesser of (x) the
  excess of (1) the Principal Distribution Amount for the related Mortgage
Pool for such Distribution Date over (2) the amount paid to the       
Supplemental Interest Trust with respect to such Distribution Date    
pursuant to clauses (i) and (ii) above, and (y) the Related Senior    
Principal Distribution Amount for such Mortgage Pool for such         
  Distribution Date, in each case until the Class Principal Amount of each
such class has been reduced to zero; provided, however, to the extent 
that the Principal Distribution Amount for a Mortgage Pool exceeds the
   Related Senior Principal Distribution Amount for such Mortgage Pool, such
 excess shall be applied to the Senior Certificates related to the other
   Mortgage Pool (in accordance with the Related Senior Priority), but in an
amount not to exceed the Senior Principal Distribution Amount for such
   Distribution Date (as reduced by any distributions pursuant to subclauses
(x) or (y) of this clause (iii) on such Distribution Date); or (b)    
otherwise to the Group 1 and Group 2 Certificates (in each case in    
accordance with the Related Senior Priority), the excess of (A) the   
Principal Distribution Amount for the related Mortgage Pool for such  
 Distribution Date over (B) the amount paid to the Supplemental Interest
Trust for the related Mortgage Pool with respect to such Distribution 
   Date pursuant to clauses (i) and (ii) above, in each case until the Class
Principal Amount of each such class has been reduced to zero;         

  (iv)        to the Class M1 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate of the Principal        
Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date 
   over (b) the amount distributed to the Senior Certificates or paid to the
Supplemental Interest Trust with respect to such Distribution Date    
pursuant to clauses (i) through (iii) above, and (y) the M1 Principal 
   Distribution Amount for such Distribution Date, until the Class Principal
Amount of such class has been reduced to zero;                        

  (v)         to the Class M2 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate of the Principal        
Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date 
 over (b) the amount distributed to the Senior Certificates and Class M1
 Certificates or paid to the Supplemental Interest Trust with respect to
such Distribution Date pursuant to clauses (i) through (iv) above, and
(y) the M2 Principal Distribution Amount for such Distribution Date,  
  until the Class Principal Amount of such class has been reduced to zero;

  (vi)        to the Class M3 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate of the Principal        
Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date 
  over (b) the amount distributed to the Senior Certificates and the Class
 M1 and Class M2 Certificates or paid to the Supplemental Interest Trust
with respect to such Distribution Date pursuant to clauses (i) through
(v) above, and (y) the M3 Principal Distribution Amount for such      
Distribution Date, until the Class Principal Amount of such class has 
been reduced to zero;                                                 

      (vii) to the Class M4 Certificates, an amount equal to the lesser of
   (x) the excess of (a) the aggregate of the Principal Distribution Amounts
for Pool 1 and Pool 2 for such Distribution Date over (b) the amount  
distributed to the Senior Certificates and the Class M1, Class M2 and 
Class M3 Certificates or paid to the Supplemental Interest Trust with 
respect to such Distribution Date pursuant to clauses (i) through (vi)
   above, and (y) the M4 Principal Distribution Amount for such Distribution
  Date, until the Class Principal Amount of such class has been reduced to
zero;                                                                 

      (viii)to the Class M5 Certificates, an amount equal to the lesser of
   (x) the excess of (a) the aggregate of the Principal Distribution Amounts
for Pool 1 and Pool 2 for such Distribution Date over (b) the amount  
  distributed to the Senior Certificates and the Class M1, Class M2, Class
 M3 and Class M4 Certificates or paid to the Supplemental Interest Trust
with respect to such Distribution Date pursuant to clauses (i) through
(vii) above, and (y) the M5 Principal Distribution Amount for such    
Distribution Date, until the Class Principal Amount of such class has 
been reduced to zero;                                                 

  (ix)        to the Class M6 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate of the Principal        
Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date 
  over (b) the amount distributed to the Senior Certificates and the Class
   M1, Class M2, Class M3, Class M4 and Class M5 Certificates or paid to the
Supplemental Interest Trust with respect to such Distribution Date    
pursuant to clauses (i) through (viii) above, and (y) the M6 Principal
   Distribution Amount for such Distribution Date, until the Class Principal
Amount of such class has been reduced to zero;                        

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  (x)         to the Class M7 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate of the Principal        
Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date 
  over (b) the amount distributed to the Senior Certificates and the Class
 M1, Class M2, Class M3, Class M4, Class M5 and Class M6 Certificates or
   paid to the Supplemental Interest Trust with respect to such Distribution
   Date pursuant to clauses (i) through (ix) above, and (y) the M7 Principal
   Distribution Amount for such Distribution Date, until the Class Principal
Amount of such class has been reduced to zero;                        

  (xi)        to the Class M8 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate of the Principal        
Distribution Amounts for Pool 1 and Pool 2 for such Distribution Date 
  over (b) the amount distributed to the Senior Certificates and the Class
M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class M7     
 Certificates or paid to the Supplemental Interest Trust with respect to
   such Distribution Date pursuant to clauses (i) through (x) above, and (y)
the M8 Principal Distribution Amount for such Distribution Date, until
the Class Principal Amount of such class has been reduced to zero;    

      (xii) to the Class M9 Certificates, an amount equal to the lesser of
   (x) the excess of (a) the aggregate of the Principal Distribution Amounts
for Pool 1 and Pool 2 for such Distribution Date over (b) the amount  
  distributed to the Senior Certificates and the Class M1, Class M2, Class
 M3, Class M4, Class M5, Class M6, Class M7 and Class M8 Certificates or
   paid to the Supplemental Interest Trust with respect to such Distribution
   Date pursuant to clauses (i) through (xi) above, and (y) the M9 Principal
   Distribution Amount for such Distribution Date, until the Class Principal
Amount of such class has been reduced to zero;                        

      (xiii)to the Class B1 Certificates, an amount equal to the lesser of
   (x) the excess of (a) the aggregate of the Principal Distribution Amounts
for Pool 1 and Pool 2 for such Distribution Date over (b) the amount  
  distributed to the Senior Certificates and the Class M1, Class M2, Class
M3, Class M4, Class M5, Class M6, Class M7, Class M8 and Class M9     
 Certificates or paid to the Supplemental Interest Trust with respect to
 such Distribution Date pursuant to clauses (i) through (xii) above, and
(y) the B1 Principal Distribution Amount for such Distribution Date,  
  until the Class Principal Amount of such class has been reduced to zero;

      (xiv) to the Class B2 Certificates, an amount equal to the lesser of
   (x) the excess of (a) the aggregate of the Principal Distribution Amounts
for Pool 1 and Pool 2 for such Distribution Date over (b) the amount  
  distributed to the Senior Certificates and the Class M1, Class M2, Class
  M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class
 B1 Certificates or paid to the Supplemental Interest Trust with respect
 to such Distribution Date pursuant to clauses (i) through (xiii) above,
  and (y) the B2 Principal Distribution Amount for such Distribution Date,
  until the Class Principal Amount of such class has been reduced to zero;

      (xv)  to the Class B3 Certificates, an amount equal to the lesser of
   (x) the excess of (a) the aggregate of the Principal Distribution Amounts
for Pool 1 and Pool 2 for such Distribution Date over (b) the amount  
  distributed to the Senior Certificates and the Class M1, Class M2, Class
  M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1
   and Class B2 Certificates or paid to the Supplemental Interest Trust with
 respect to such Distribution Date pursuant to clauses (i) through (xiv)
   above, and (y) the B3 Principal Distribution Amount for such Distribution
  Date, until the Class Principal Amount of such class has been reduced to
zero; and                                                             

   (xvi) for application as part of Monthly Excess Cashflow for such
  Distribution Date, as described under "--Credit Enhancement--Application
   of Monthly Excess Cashflow" below, any such Principal Distribution Amount
 remaining after application pursuant to clauses (i) through (xv) above.

CREDIT ENHANCEMENT                                                              

 Credit enhancement for the Offered Certificates consists of, in addition to
limited cross-collateralization, the subordination of the Subordinate           
Certificates, the priority of application of Realized Losses, excess interest,  
an interest rate swap agreement and overcollateralization, in each case as      
described herein.                                                               

SUBORDINATION. The rights of holders of the Offered Subordinate           
Certificates and the Class B3 Certificates to receive distributions with        
respect to the Mortgage Loans will be subordinated, to the extent described     
herein, to such rights of holders of each class of Offered Certificates having  
a higher priority of distribution, as described under                           
"--Distributions of Interest" and "--Distributions of Principal." This          
subordination is intended to enhance the likelihood of regular receipt by       
holders of Offered Certificates having a higher priority of distribution of     
the full amount of interest                                                     

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and principal distributable thereon, and to afford such Certificateholders      
limited protection against Realized Losses incurred with respect to the         
Mortgage Loans.                                                                 

The limited protection afforded to holders of the Offered Certificates by 
means of the subordination of the Offered Subordinate Certificates and the      
Class B3 and Class X Certificates having a lower priority of distribution will  
be accomplished by the preferential right of holders of such Offered            
Certificates to receive, prior to any distribution in respect of interest or    
principal being made on any Distribution Date in respect of Certificates        
having a lower priority of distribution, the amounts of interest due them and   
principal available for distribution, respectively, on such Distribution Date.  

APPLICATION OF REALIZED LOSSES. Realized Losses on the Mortgage Loans will
have the effect of reducing amounts distributable in respect of, first, the     
Class X Certificates (both through the application of Monthly Excess Cashflow   
to fund such deficiency and through a reduction in the Overcollateralization    
Amount for the related Distribution Date); second, the Class B3 Certificates;   
third, the Class B2 Certificates; fourth, the Class B1 Certificates; fifth,     
the Class M9 Certificates; sixth, the Class M8 Certificates; seventh, the       
Class M7 Certificates; eighth, the Class M6 Certificates; ninth, the Class M5   
Certificates; tenth, the Class M4 Certificates; eleventh, the Class M3          
Certificates; twelfth, the Class M2 Certificates; and thirteenth, the Class M1  
Certificates, before reducing amounts distributable in respect of the Senior    
Certificates.                                                                   

 To the extent that Realized Losses are incurred, those Realized Losses will
reduce the Aggregate Pool Balance, and thus may reduce the                      
Overcollateralization Amount. As described herein, the Overcollateralization    
Amount is increased and maintained by application of Monthly Excess Cashflow    
to make distributions of principal on the Offered Certificates and the Class    
B3 Certificates.                                                                

If on any Distribution Date after giving effect to all Realized Losses    
incurred with respect to the Mortgage Loans during the related Collection       
Period and distributions of principal on such Distribution Date, there are      
Applied Loss Amounts, the Certificate Principal Amounts of the Offered          
Subordinate Certificates and the Class B3 Certificates will be reduced in       
inverse order of priority of distribution. Applied Loss Amounts will be         
allocated in reduction of the Class Principal Amount of first, the Class B3     
Certificates, until their Class Principal Amount has been reduced to zero;      
second, the Class B2 Certificates, until their Class Principal Amount has been  
reduced to zero; third, to the Class B1 Certificates, until their Class         
Principal Amount has been reduced to zero; fourth, the Class M9 Certificates,   
until their Class Principal Amount has been reduced to zero; fifth, the Class   
M8 Certificates, until their Class Principal Amount has been reduced to zero;   
sixth, the Class M7 Certificates, until their Class Principal Amount has been   
reduced to zero; seventh, the Class M6 Certificates, until their Class          
Principal Amount has been reduced to zero; eighth, the Class M5 Certificates,   
until their Class Principal Amount has been reduced to zero; ninth, the Class   
M4 Certificates, until their Class Principal Amount has been reduced to zero;   
tenth, the Class M3 Certificates, until their Class Principal Amount has been   
reduced to zero; eleventh, the Class M2 Certificates, until their Class         
Principal Amount has been reduced to zero; and twelfth, the Class M1            
Certificates, until their Class Principal Amount has been reduced to zero. The  
Certificate Principal Amounts of the Senior Certificates will not be reduced    
by allocation of Applied Loss Amounts.                                          

Holders of the Offered Subordinate Certificates will not receive any      
distributions in respect of Applied Loss Amounts, except from Monthly Excess    
Cashflow from each Mortgage Pool, to the extent of such excess available        
funds, as described under "--Credit Enhancement--Application of Monthly Excess  
Cashflow" below and the Supplemental Interest Trust Amount (if any), as         
described under "--Supplemental Interest Trust--Application of Deposits and     
Payments Received by the Supplemental Interest Trust" below.                    

In the event that the Servicer or the Master Servicer recovers any        
Subsequent Recovery, such Subsequent Recovery will be distributed in            
accordance with the priorities described under "--Distributions of Principal--  
Principal Payment Priorities" in this prospectus supplement and the Class       
Principal Amount of each class of Certificates that has previously been         
reduced by an Applied Loss Amount will be increased as described in the         
definition of "Certificate Principal Amount." Any Subsequent Recovery that is   
received during a Prepayment Period will be included as a part of the           
Principal Remittance Amount for the related Distribution Date.                  

EXCESS INTEREST. The Mortgage Loans included in each Mortgage Pool bear   
interest each month that in the aggregate is expected to exceed the amount      
needed to pay monthly interest on the related Offered Certificates and the      
Class B3 Certificates, the fees and expenses of the Servicer, the Custodian,    
the Master Servicer, the Trustee and the Credit Risk Manager, any Net Swap      
Payments owed to the Swap Counterparty and the premiums on the LPMI Policies.   

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Such excess interest from the Mortgage Loans each month will be available to    
absorb Realized Losses on the Mortgage Loans and to maintain                    
overcollateralization at the required level.                                    

SWAP AGREEMENT. Amounts received under the Swap Agreement will be applied 
to pay interest shortfalls and repay losses and to maintain the Targeted        
Overcollateralization Amount as described under "--Supplemental Interest        
Trust--Application of Deposits and Payments Received by the Supplemental        
Interest Trust" below.                                                          

OVERCOLLATERALIZATION. The Aggregate Pool Balance as of the Cut-off Date  
will exceed the initial aggregate Class Principal Amount of the Offered         
Certificates and the Class B3 Certificates by approximately $8,621,930, which   
represents approximately 0.50% of the Cut-off Date Balance. The weighted        
average of the Net Mortgage Rates of the Mortgage Loans is currently, and       
generally in the future is expected to be, higher than the weighted average     
interest rate on such Certificates, fees and expenses of the Trust Fund and     
any Net Swap Payments due to the Swap Counterparty. As described below,         
interest collections will be applied as distributions of principal to the       
extent needed to maintain overcollateralization (i.e., the excess of the        
Aggregate Pool Balance over the aggregate Class Principal Amount of the         
Offered Certificates and the Class B3 Certificates) at the Targeted             
Overcollateralization Amount. However, Realized Losses with respect to          
Mortgage Loans in any Mortgage Pool will reduce overcollateralization, and      
could result in an Overcollateralization Deficiency.                            

As described herein, to the extent that the Overcollateralization Amount  
exceeds the Targeted Overcollateralization Amount, a portion of the Principal   
Remittance Amount will not be applied in reduction of the Certificate           
Principal Amounts of the Offered Certificates and the Class B3 Certificates,    
but will instead be applied as described below.                                 

APPLICATION OF MONTHLY EXCESS CASHFLOW. Any Monthly Excess Cashflow will, 
on each Distribution Date, be distributed in the following order of priority:   

(1) for each Distribution Date occurring (a) before the Stepdown Date or  
(b) on or after the Stepdown Date but for which a Trigger Event is in effect,   
then until the aggregate Certificate Principal Amount of the Offered            
Certificates and the Class B3 Certificates equals the Target Amount for such    
Distribution Date, in the following order of priority:                          

   (a) concurrently, in proportion to the aggregate Class Principal Amount
of the Senior Certificates relating to each Mortgage Pool, after giving   
effect to principal distributions on such Distribution Date (as described 
under "--Distributions of Principal--Principal Payment Priorities" above),
  to the Group 1 and Group 2 Certificates, in each case in accordance with the
Related Senior Priority, in reduction of their respective Class Principal 
Amounts, until the Class Principal Amount of each such class has been     
reduced to zero; and                                                      

(b) to the Offered Subordinate Certificates and the Class B3        
Certificates, in accordance with the Subordinate Priority, until the Class
Principal Amount of each such class has been reduced to zero.             

(2) for each Distribution Date occurring on or after the Stepdown Date and
for which a Trigger Event is not in effect, in the following order of           
priority:                                                                       

   (a) concurrently, in proportion to the aggregate Class Principal Amount
of the Senior Certificates relating to each Mortgage Pool, after giving   
effect to principal distributions on such Distribution Date (as described 
under "--Distributions of Principal--Principal Payment Priorities" above),
  to the Group 1 and Group 2 Certificates, in each case in accordance with the
Related Senior Priority, in reduction of their respective Class Principal 
Amounts, until the aggregate Class Principal Amount of the Senior         
Certificates, after giving effect to distributions on such Distribution   
Date, equals the Senior Target Amount;                                    

   (b) to the Class M1 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
Certificates and the Class M1 Certificates, after giving effect to        
distributions on such Distribution Date, equals the M1 Target Amount;     

   (c) to the Class M2 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1 and Class M2 Certificates, after giving effect
to distributions on such Distribution Date, equals the M2 Target Amount;  

   (d) to the Class M3 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
Certificates and the Class M1, Class M2 and Class M3 Certificates, after  
giving effect to distributions on such Distribution Date, equals the M3   
Target Amount;                                                            

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   (e) to the Class M4 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3 and Class M4 Certificates,
after giving effect to distributions on such Distribution Date, equals the
M4 Target Amount;                                                         

   (f) to the Class M5 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
Certificates and the Class M1, Class M2, Class M3, Class M4 and Class M5  
Certificates, after giving effect to distributions on such Distribution   
Date, equals the M5 Target Amount;                                        

   (g) to the Class M6 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5 and 
Class M6 Certificates, after giving effect to distributions on such       
Distribution Date, equals the M6 Target Amount;                           

   (h) to the Class M7 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6 and Class M7 Certificates, after giving effect to distributions on such
Distribution Date, equals the M7 Target Amount;                           

   (i) to the Class M8 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
  M6, Class M7 and Class M8 Certificates, after giving effect to distributions
on such Distribution Date, equals the M8 Target Amount;                   

   (j) to the Class M9 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6, Class M7, Class M8 and Class M9 Certificates, after giving effect to  
distributions on such Distribution Date, equals the M9 Target Amount;     

   (k) to the Class B1 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6, Class M7, Class M8, Class M9 and Class B1 Certificates, after giving  
effect to distributions on such Distribution Date, equals the B1 Target   
Amount;                                                                   

   (l) to the Class B2 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
 M6, Class M7, Class M8, Class M9, Class B1 and Class B2 Certificates, after
giving effect to distributions on such Distribution Date, equals the B2   
Target Amount; and                                                        

   (m) to the Class B3 Certificates, in reduction of their Class Principal
Amount, until the aggregate Class Principal Amount of the Senior          
  Certificates and the Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6, Class M7, Class M8, Class M9, Class B1, Class B2 and Class B3         
Certificates, after giving effect to distributions on such Distribution   
Date, equals the B3 Target Amount.                                        

(3) to the Basis Risk Reserve Fund, the amount of any Basis Risk Payment, 
and then from the Basis Risk Reserve Fund, in the following order of priority:  

    (a) concurrently, in proportion to their respective Basis Risk Shortfall
and Unpaid Basis Risk Shortfall amounts, to the Senior Certificates, any  
  Basis Risk Shortfall and Unpaid Basis Risk Shortfall for each such class and
such Distribution Date;                                                   

(b) to the Offered Subordinate Certificates and the Class B3        
Certificates, in accordance with the Subordinate Priority, any applicable 
  Basis Risk Shortfall and Unpaid Basis Risk Shortfall for each such class and
such Distribution Date; and                                               

(c) for addition to amounts distributable pursuant to priority (6)  
below, any amounts remaining in the Basis Risk Reserve Fund in excess of  
  amounts required to be on deposit therein after satisfying priorities (3)(a)
and (b) above for that Distribution Date;                                 

(4) to the Offered Subordinate Certificates and the Class B3 Certificates,
in accordance with the Subordinate Priority, any Deferred Amount for each such  
class and such Distribution Date;                                               

 (5) to the Class P Certificates, the amount distributable thereon under the
Trust Agreement;                                                                

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(6) to the Supplemental Interest Trust, for distribution pursuant to      
priority (10) under "--Supplemental Interest Trust--Application of Deposits     
and Payments Received by the Supplemental Interest Trust" below; and            

(7) to the Residual Certificate, any remaining amount.                    

SUPPLEMENTAL INTEREST TRUST                                                     

INTEREST RATE SWAP AGREEMENT. Under the Swap Agreement, one Business Day  
prior to each Distribution Date commencing in September 2005, the Trustee, on   
behalf of the Supplemental Interest Trust, will be obligated to pay to the      
Swap Counterparty a fixed amount equal to the product of (a) the Rate of        
Payment for the related Distribution Date, (b) the Scheduled Notional Amount    
for the related Distribution Date and (c) a fraction, the numerator of which    
is the actual number of days elapsed in each Accrual Period and the             
denominator of which is 360, and the Swap Counterparty will be obligated to     
pay to the Trustee, on behalf of the Supplemental Interest Trust, a floating    
amount equal to the product of (x) LIBOR (as determined pursuant to the Swap    
Agreement), (y) the Scheduled Notional Amount for the related Distribution      
Date and (z) a fraction, the numerator of which is the actual number of days    
elapsed in each Accrual Period and the denominator of which is 360. A Net Swap  
Payment will be required to be made for the related Distribution Date either    
(a) by the Supplemental Interest Trust to the Swap Counterparty, to the extent  
that the fixed amount exceeds the corresponding floating amount, or (b) by the  
Swap Counterparty to the Supplemental Interest Trust, to the extent that the    
floating amount exceeds the corresponding fixed amount.                         

The Swap Agreement will terminate immediately following the Distribution  
Date in July 2010 unless terminated earlier upon the occurrence of a Swap       
Default or Swap Early Termination.                                              

  The Swap Agreement and any payments made by the Swap Counterparty thereunder
will be assets of the Supplemental Interest Trust but will not be assets of     
any REMIC.                                                                      

The Trustee will establish the Supplemental Interest Trust Account, into  
which the Sponsor will make an initial deposit of $1,000 on the Closing Date.   
The Trustee will deposit into the Supplemental Interest Trust Account any       
Supplemental Interest Trust Amount received by the Trustee, and the Trustee     
will distribute from the Supplemental Interest Trust Account any Supplemental   
Interest Trust Amount pursuant to the priority of payments set forth under      
"--Application of Deposits and Payments Received by the Supplemental Interest   
Trust" below.                                                                   

  THE SWAP COUNTERPARTY. ABN AMRO is an international banking group offering a
wide range of banking products and financial services on a global basis         
through a network of approximately 3,870 offices and branches in 58 countries   
and territories as of December 31, 2004. ABN AMRO has total consolidated        
assets of (E)608.6 billion as of December 31, 2004.                             

 ABN AMRO is the largest banking group in the Netherlands with a substantial
presence in Brazil and the Midwestern United States, ABN AMRO's three "home     
markets." ABN AMRO is listed on Euronext and the New York Stock Exchange. ABN   
AMRO's senior unsecured debt obligations currently are rated "AA-" by S&P,      
"Aa3" by Moody's and "AA-" by Fitch.                                            

Additional information, including the most recent form 20-F for the year  
ended December 31, 2004 of ABN AMRO Holding N.V., the parent company of ABN     
AMRO, and additional quarterly and current reports filed with the Commission    
by ABN AMRO Holding N.V., may be obtained upon written request to ABN AMRO      
Bank N.V., ABN AMRO Investor Relations Department, Hoogoorddreef 66-68, P.O.    
Box 283, 1101 BE Amsterdam, The Netherlands.                                    

The respective obligations of the Swap Counterparty and the Supplemental  
Interest Trust to pay specified amounts due under the Swap Agreement will be    
subject to the following conditions precedent: (1) no Swap Default or event     
that with the giving of notice or lapse of time or both would become a Swap     
Default shall have occurred and be continuing with respect to the Swap          
Agreement and (2) no Early Termination Date has occurred or been effectively    
designated with respect to the Swap Agreement.                                  

In addition, there are Additional Termination Events relating to the      
Supplemental Interest Trust, including if the Supplemental Interest Trust or    
the Trust Fund should terminate, if the Trust Agreement is amended in a manner  
adverse to the Swap Counterparty without the prior written consent of the Swap  
Counterparty where written consent is required or if, pursuant to the terms of  
the Trust Agreement, the Master Servicer exercises its option to purchase the   
Mortgage Loans. With respect to the Swap Counterparty, an Additional            
Termination Event will occur if any applicable short-term or long-term credit   
rating of the Swap Counterparty is downgraded below the specified levels set    
forth in the Swap                                                               

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Agreement and the Swap Counterparty fails to either post collateral or obtain   
a substitute Swap Counterparty, as more specifically described below.           

Upon the occurrence of any Swap Default under the Swap Agreement, the non-
defaulting party will have the right to designate an Early Termination Date.    
With respect to Termination Events, an Early Termination Date may be            
designated by one of the parties (as specified in the Swap Agreement) and will  
occur only upon notice and, in some circumstances, after any Affected Party     
has used reasonable efforts to transfer its rights and obligations under the    
Swap Agreement to a related entity within a specified period after notice has   
been given of the Termination Event, all as set forth in the Swap Agreement.    

  Upon any Swap Early Termination, the Supplemental Interest Trust or the Swap
Counterparty may be liable to make a Swap Termination Payment to the other      
(regardless, if applicable, of which of the parties has caused the              
termination). The Swap Termination Payment will be based on the value of the    
Swap Agreement computed in accordance with the procedures set forth in the      
Swap Agreement taking into account the present value of the unpaid amounts      
that would have been owed by the Supplemental Interest Trust or the Swap        
Counterparty under the remaining scheduled term of the Swap Agreement. In the   
event that the Supplemental Interest Trust is required to make a Swap           
Termination Payment, such payment will be paid from the Trust Fund on the       
Business Day prior to the related Distribution Date, and on the Business Day    
prior to any subsequent Distribution Dates until paid in full, prior to         
distributions to Certificateholders.                                            

 If the Swap Counterparty's applicable short-term or long-term credit rating
by any Rating Agency falls below the applicable levels specified in the Swap    
Agreement, the Swap Counterparty will be required either to (1) post            
collateral securing its obligations under the Swap Agreement or (2) obtain a    
substitute swap counterparty acceptable to the Trustee and the Rating Agencies  
that will assume the obligations of the Swap Counterparty under the Swap        
Agreement, all as provided in the Swap Agreement.                               

  The Swap Counterparty is permitted to transfer its rights and obligations to
another party, provided, that such replacement swap counterparty assumes all    
the obligations of the Swap Counterparty as set forth in the Swap Agreement     
and the Rating Agencies confirm in writing that, as a result of such transfer,  
the Offered Certificates and the Class B3 Certificates will not be downgraded,  
all as provided in the Swap Agreement.                                          

APPLICATION OF DEPOSITS AND PAYMENTS RECEIVED BY THE SUPPLEMENTAL INTEREST
TRUST. The Supplemental Interest Trust Amount will, on each Distribution Date   
(or, in the case of payments to the Swap Counterparty, the Business Day prior   
to each Distribution Date), be distributed from the Supplemental Interest       
Trust Account in the following order of priority:                               

(1) to the Swap Counterparty, any Net Swap Payment owed to the Swap 
Counterparty pursuant to the Swap Agreement for the related Distribution  
Date;                                                                     

 (2) to the Swap Counterparty, any unpaid Swap Termination Payment not
due to a Swap Counterparty Trigger Event owed to the Swap Counterparty    
pursuant to the Swap Agreement;                                           

 (3) to the Senior Certificates, Current Interest and any Carryforward
Interest for each such class for such Distribution Date to the extent     
unpaid, in the priority pursuant to clause B.(i) under "--Distributions of
Interest--Interest Payment Priorities" above;                             

(4) to the Offered Subordinate Certificates and the Class B3        
 Certificates, in accordance with the Subordinate Priority, Current Interest
and any Carryforward Interest for such class and such Distribution Date to
the extent unpaid;                                                        

(5) to the Offered Certificates and the Class B3 Certificates, any  
amount necessary to maintain the Targeted Overcollateralization Amount    
  specified in clauses (1) and (2) under "--Credit Enhancement--Application of
Monthly Excess Cashflow" above for such Distribution Date, for application
  pursuant to the priorities set forth in such clauses, after giving effect to
distributions pursuant to such clauses;                                   

    (6) to the Offered Certificates and the Class B3 Certificates, any Basis
  Risk Shortfalls and Unpaid Basis Risk Shortfalls for each such class and for
  such Distribution Date, for application pursuant to the priorities set forth
in clauses (3)(a) and (b) under "--Credit Enhancement--Application of     
Monthly Excess Cashflow" above, to the extent unpaid pursuant to such     
clauses;                                                                  

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(7) to the Offered Subordinate Certificates and the Class B3        
Certificates, in accordance with the Subordinate Priority, any Deferred   
 Amount for each such class and such Distribution Date to the extent unpaid;

(8) if applicable, for application to the purchase of a replacement 
interest rate swap agreement;                                             

(9) to the Swap Counterparty, any unpaid Swap Termination Payment   
  triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty
pursuant to the Swap Agreement; and                                       

(10) to the Class X Certificates, any amount deposited into the     
Supplemental Interest Trust Account as described under "--Credit          
  Enhancement--Application of Monthly Excess Cashflow" above and any remaining
Supplemental Interest Trust Amount.                                       

With respect to each Distribution Date, the sum of all amounts distributed
pursuant to clauses (5) and (7) above will not exceed cumulative Realized       
Losses incurred.                                                                

OPTIONAL PURCHASE OF THE MORTGAGE LOANS                                         

On the Initial Optional Termination Date, the Master Servicer, with the   
prior written consent of the NIMS Insurer and LBH (which consent shall not be   
unreasonably withheld), will have the option to purchase the Mortgage Loans,    
any REO Property and any other property remaining in the Trust Fund for a       
price equal to the Purchase Price. The Master Servicer, the Trustee, the        
Servicer and the Custodian will be reimbursed from the Purchase Price for (i)   
any outstanding Advances, servicing advances and unpaid Servicing Fees, as      
applicable and (ii) any other amounts due under the Trust Agreement, the        
Servicing Agreement or the Custodial Agreement, as applicable. If the Master    
Servicer fails to exercise such option, the NIMS Insurer will have the right    
to direct the Master Servicer to exercise such option so long as it is          
insuring the NIM Securities or is owed any amounts in connection with such      
guaranty of the NIM Securities. If such option is exercised, the Trust Fund     
will be terminated. If the Master Servicer fails to exercise such option        
(either voluntarily or at the direction of the NIMS Insurer) on the Initial     
Optional Termination Date, the margin of each class of Offered Certificates     
will be increased as described under "Summary of Terms--The Certificates--      
Payments on the Certificates--Interest Payments" herein. The margin of the      
Class B3 Certificates will be increased as described under "Glossary of         
Defined Terms--B3 Spread."                                                      

The Trust Agreement will provide that if there are NIMS Securities        
outstanding on the date on which the Master Servicer intends to exercise its    
option to purchase the assets of the Trust Fund, the Master Servicer may only   
exercise its option with the prior written consent of 100% of the holders of    
the NIMS Securities and upon payment of an additional amount which will retire  
any amounts of principal and/or interest due to the holders of the NIMS         
Securities.                                                                     

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FEES AND EXPENSES OF THE TRUST FUND 

 In consideration of their duties on behalf of the Trust Fund, the Servicer,
the LPMI Providers, the Master Servicer, the Trustee and the Credit Risk        
Manager will receive from the assets of the Trust Fund certain fees as set      
forth in the following table:                                                   

                                                        [Enlarge/Download Table]

                      FREQUENCY         AMOUNT OF                        HOW AND WHEN                       
FEE PAYABLE TO:      OF PAYMENT:          FEE:                          FEE IS PAYABLE:                     
---------------      -----------       ---------------                 ---------------                      
                                                                                                            
Servicer             monthly      For each Mortgage Loan, a monthly    Withdrawn from the Servicing         
                                  fee paid to the Servicer out of      Account in respect of each Mortgage  
                                  interest collections received from   Loan serviced by the Servicer,       
                                  the related Mortgage Loan            before payment of any amounts to     
                                  calculated on the outstanding        Certificateholders.                  
                                  principal balance of each Mortgage                                        
                                  Loan at 0.50% per annum for each                                          
                                  Mortgage Loan.                                                            

LPMI Providers       monthly      For any Mortgage Loan covered by an  Payable out of funds on deposit in   
                                  LPMI Policy, the product of the      the Collection Account or the        
                                  outstanding Scheduled Principal      Servicing Account, as applicable,    
                                  Balance of the related Mortgage      before payment of any amounts to     
                                  Loan and the following applicable    Certificateholders.                  
                                  Insurance Fee Rate:                                                       

                                  o        for MGIC, an annual                                              
                                           percentage rate of 1.050%                                        
                                           of the Scheduled Principal                                       
                                           Balance of each Mortgage                                         
                                           Loan insured under the                                           
                                           MGIC Policy;                                                     

                                  o        for RMIC, an annual                                              
                                           percentage rate of 1.525%                                        
                                           of the Scheduled Principal                                       
                                           Balance of each Mortgage                                         
                                           Loan insured under the                                           
                                           RMIC Policy; and                                                 

Master Servicer      monthly      All investment earnings on amounts   Retained by the Master Servicer.     
                                  on deposit in the Collection                                              
                                  Account.                                                                  

Trustee              monthly      All investment earnings on amounts   Retained by the Trustee.             
                                  on deposit in the Certificate                                             
                                  Account.                                                                  

Credit Risk Manager  monthly      0.010% per annum on the Scheduled    Payable after payments of interest   
                                  Principal Balance of each Mortgage   have been made to Certificateholders.
                                  Loan.                                                                     


 The Servicing Fee set forth in the table above may not be increased without
amendment of the Servicing Agreement as described under "Mortgage Loan          
Servicing--Amendment of the Servicing Agreement" below. None of the other fees  
set forth in the table above may be changed without amendment of the Trust      
Agreement as described under "The Trust Agreement--Certain Matters Under the    
Trust Agreement--Amendment of the Trust Agreement" below.                       

Expenses of the Servicer, the Custodian and the Master Servicer will be   
reimbursed before payments are made on the Certificates. Expenses of the        
Trustee will be reimbursed up to $200,000 annually before payments of interest  
and principal are made on the Certificates; any additional unpaid expenses      
above $200,000 in any year will be paid to the Trustee to the extent of any     
remaining Interest Remittance Amount after all payments of Current Interest     
and any Carryforward Interest on the Certificates.                              

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DESCRIPTION OF THE MORTGAGE POOLS 

GENERAL                                                                         

Except where otherwise specifically indicated, the discussion that follows
and the statistical information presented therein are derived solely from the   
characteristics of the Mortgage Loans as of the Cut-off Date. Whenever          
reference is made herein to the characteristics of the Mortgage Loans or to a   
percentage of the Mortgage Loans, unless otherwise specified, that reference    
is based on the Cut-off Date Balance.                                           

The Trust Fund will primarily consist of approximately 9,307 conventional,
adjustable and fixed rate, fully amortizing and balloon, first and second       
lien, residential Mortgage Loans, all of which have original terms to maturity  
from the first due date of the Scheduled Payment of not more than 30 years,     
and which have a Cut-off Date Balance (after giving effect to Scheduled         
Payments due on such date) of approximately $1,724,787,930.                     

Approximately 53.33% and 46.67% of the Mortgage Loans were acquired by the
Seller or the Bank from Finance America and Ameriquest, respectively.           
Approximately 96.77% of the Mortgage Loans acquired from Ameriquest were        
originated by Argent. Underwriting guidelines of the type described under       
"Underwriting Guidelines" were applied by the Originators underwriting the      
Mortgage Loans. Because, in general, such Underwriting Guidelines do not        
conform to Fannie Mae or Freddie Mac guidelines, the Mortgage Loans are likely  
to experience higher rates of delinquency, foreclosure and bankruptcy than if   
they had been underwritten to a higher standard. The Mortgage Loans will be     
acquired by the Depositor from the Seller and the Depositor will, in turn,      
convey such Mortgage Loans to the Trust Fund. See "The Trust Agreement--        
Assignment of Mortgage Loans."                                                  

Approximately 2,608 (or 20.51%) of the Mortgage Loans are Fixed Rate      
Mortgage Loans and approximately 6,699 (or 79.49%) of the Mortgage Loans are    
Adjustable Rate Mortgage Loans, as described in more detail under "--           
Adjustable Rate Mortgage Loans" below. Interest on the Mortgage Loans accrues   
on the basis of a 360-day year consisting of twelve 30-day months.              

Approximately 8,733 (or 98.43%) of the Mortgage Loans are First Lien      
Mortgage Loans and approximately 574 (or 1.57%) are Second Lien Mortgage Loans  
or deeds of trust or similar security instruments on Mortgaged Properties       
consisting of residential properties including one- to four-family dwelling     
units, individual units in planned unit developments, individual condominium    
units and manufactured housing.                                                 

Pursuant to its terms, each Mortgage Loan, other than a loan secured by a 
condominium unit, is required to be covered by a standard hazard insurance      
policy in an amount generally 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 a condominium         
association is responsible for maintaining hazard insurance covering the        
entire building. See "Description of Mortgage and Other Insurance--Hazard       
Insurance on the Loans" in the prospectus.                                      

  Approximately 67.70% of the Mortgage Loans are 80+ LTV Loans. In the case of
the Second Lien Mortgage Loans, all of the related Mortgaged Properties have    
Combined Loan-to-Value Ratios no greater than 100%.                             

None of the 80+ LTV Loans are covered by existing borrower-paid primary   
mortgage insurance policies. With respect to approximately 42.88% and 26.66%    
of the 80+ LTV Loans, LBH has acquired initial primary mortgage insurance       
coverage through MGIC and RMIC, respectively, as described under "--Primary     
Mortgage Insurance" below. Second Lien Mortgage Loans are not covered by these  
primary mortgage insurance policies. Such primary mortgage insurance coverage   
will generally have the effect of reducing the original Loan-to-Value Ratios    
of such 80+ LTV Loans to 60%.                                                   

All of the Adjustable Rate Mortgage Loans and approximately 92.88% of the 
Fixed Rate Mortgage Loans are fully amortizing. However, approximately 7.12%    
of the Fixed Rate Mortgage Loans are Balloon Loans. The Balloon Loans have      
original terms to maturity of 15 years. The ability of the borrower to repay a  
Balloon Loan at maturity frequently will depend on such borrower's ability to   
refinance the loan. Any loss on a Balloon Loan as a result of the borrower's    
inability to refinance the loan will be borne by Certificateholders, to the     
extent not repaid by the applicable credit enhancement. None of the Servicer,   
the Master Servicer or the Trustee will make any Advances with respect to       
delinquent Balloon Payments.                                                    

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 Approximately 24.70% and 29.74% of the Mortgage Loans in Pool 1 and Pool 2,
respectively, are Interest-Only Mortgage Loans that provide for payment of      
interest at the related Mortgage Rate, but no payment of principal, for a       
period of two, three or five years following the origination of the related     
Mortgage Loan. Following the applicable interest-only period, the monthly       
payment with respect to the Interest-Only Mortgage Loans will be increased to   
an amount sufficient to amortize the principal balance of the Interest-Only     
Mortgage Loan over its remaining term, and to pay interest at the related       
Mortgage Rate.                                                                  

 Approximately 75.52% of the Mortgage Loans provide for a Prepayment Premium
in connection with certain voluntary, full or partial prepayments made within   
the Prepayment Premium Period, as described herein. The Prepayment Premium      
Periods range from six months to three years after origination in the case of   
Pool 1 and two months to three years after origination in the case of Pool 2.   
The amount of the applicable Prepayment Premium, to the extent permitted under  
applicable state law, is as provided in the related mortgage note; for          
approximately 90.34% of the Mortgage Loans with Prepayment Premiums, this       
amount is equal to six month's interest on any amounts prepaid in excess of     
20% of the original principal balance during any 12-month period during the     
applicable Prepayment Premium Period. Prepayment Premiums will not be part of   
available funds applied to pay interest or principal on the Offered             
Certificates or the Class B3 Certificates, but rather will be distributed to    
the holders of the Class P Certificates. The Servicer may waive (or permit a    
subservicer to waive) a Prepayment Premium without the consent of the Trustee   
and the NIMS Insurer (and without reimbursing the Trust from its own funds for  
any foregone Prepayment Premium) only if (i) the prepayment is not the result   
of a refinancing by the Servicer or its affiliates and such waiver relates to   
a default or a reasonably foreseeable default and, in the reasonable judgment   
of the Servicer, such waiver would maximize recovery of total proceeds from     
the Mortgage Loan, taking into account the value of the Prepayment Premium and  
the related Mortgage Loan or (ii) such waiver relates to a Prepayment Premium   
the collection of which would, in the reasonable judgment of the Servicer, be   
in violation of law. The Servicer will be obligated to deposit with the Master  
Servicer from its own funds the amount of any Prepayment Premium to the extent  
not collected from a borrower (except with respect to a waiver of any such      
Prepayment Premium as described above).                                         

  As of the Cut-off Date, approximately 97.92% of the Mortgage Loans were less
than 30 days delinquent in payment and approximately 2.08% of the Mortgage      
Loans were at least 30 but less than 60 days delinquent in payment.             

  As of the Cut-off Date, none of the Mortgage Loans in the Trust Fund will be
"high cost" loans under applicable federal, state or local anti-predatory or    
anti-abusive lending laws.                                                      

As earlier described under "Description of the Certificates--General," the
Mortgage Loans in the Trust Fund have been divided into two Mortgage Pools      
(Pool 1 and Pool 2) for the purpose of allocating interest and principal        
distributions among the Senior Certificates. Pool 1 will consist of Mortgage    
Loans with original principal balances which may be less than, equal to, or in  
excess of, the applicable Freddie Mac maximum original loan amount limitations  
for one- to four-family Mortgaged Properties. Pool 2 will consist only of       
Mortgage Loans with original principal balances which do not exceed the         
applicable Freddie Mac maximum original loan amount limitations for one- to     
four-family Mortgaged Properties. On the Closing Date:                          

o Pool 1 will consist of approximately (i) 2,300 Fixed Rate Mortgage Loans
having an aggregate Cut-off Date Balance of approximately $312,099,351
   and (ii) 5,630 Adjustable Rate Mortgage Loans having an aggregate Cut-off
Date Balance of approximately $1,199,283,160; and                     

o Pool 2 will consist of approximately (i) 308 Fixed Rate Mortgage Loans  
   having an aggregate Cut-off Date Balance of approximately $41,726,586 and
(ii) 1,069 Adjustable Rate Mortgage Loans having an aggregate Cut-off 
Date Balance of approximately $171,678,831.                           

Other important statistical characteristics of each Mortgage Pool are     
described in Annex B to this prospectus supplement.                             

ADJUSTABLE RATE MORTGAGE LOANS                                                  

All of the Adjustable Rate Mortgage Loans are Six-Month LIBOR Mortgage    
Loans. There will be corresponding adjustments to the monthly payment amount    
for each Adjustable Rate Mortgage Loan on the related Adjustment Date;          
provided that the first such adjustment for approximately 88.34% of the         
Adjustable Rate Mortgage Loans will occur after an initial period of            
approximately two years following origination; in the case of approximately     
11.19% of the Adjustable                                                        

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Rate Mortgage Loans, approximately three years following origination; and in    
the case of approximately 0.47% of the Adjustable Rate Mortgage Loans,          
approximately five years following origination.                                 

On each Adjustment Date for an Adjustable Rate Mortgage Loan, the Mortgage
Rate will be adjusted to equal the sum, rounded generally to the nearest        
multiple of 1/8%, of the Index and the Gross Margin, provided that the          
Mortgage Rate on each such Adjustable Rate Mortgage Loan will not increase or   
decrease by more than the related Periodic Cap on any related Adjustment Date   
and will not exceed the related Maximum Rate or be less than the related        
Minimum Rate. The Mortgage Rate generally will not increase or decrease on the  
first Adjustment Date by more than the Initial Cap; the Initial Caps range      
from 2.000% to 3.000% for all of the Adjustable Rate Mortgage Loans. Effective  
with the first monthly payment due on each Adjustable Rate 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 such Adjustable      
Rate 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 Adjustable Rate Mortgage Loans generally do not permit the related    
borrower to convert the adjustable Mortgage Rate to a fixed Mortgage Rate.      

THE INDEX                                                                       

As indicated above, the Index applicable to the determination of the      
Mortgage Rates for all of the Adjustable Rate Mortgage Loans will be an index   
based on Six-Month LIBOR as most recently available either as of (1) the first  
business day a specified period of time prior to such Adjustment Date or (2)    
the first business day of the month preceding the month of such Adjustment      
Date. In the event that Six-Month LIBOR becomes unavailable or otherwise        
unpublished, the Master Servicer will select a comparable alternative index     
over which it has no direct control and which is readily verifiable.            

PRIMARY MORTGAGE INSURANCE                                                      

 Approximately 67.50% and 69.10% of the Mortgage Loans in Pool 1 and Pool 2,
respectively, are 80+ LTV Loans. See "Description of the Mortgage Pools--       
General." None of the 80+ LTV Loans in Pool 1 and Pool 2 are covered by         
existing primary mortgage insurance policies which were acquired by the         
borrower. Two loan-level primary mortgage insurance policies will be acquired   
on behalf of the Trust from MGIC and RMIC. The MGIC Policy will be acquired on  
or prior to the Closing Date from MGIC with respect to approximately 42.67%     
and 44.33% of the 80+ LTV Loans in Pool 1 and Pool 2, respectively, and the     
RMIC Policy will be acquired on or prior to the Closing Date from RMIC with     
respect to approximately 25.79% and 32.69% of the 80+ LTV Loans in Pool 1 and   
Pool 2, respectively.                                                           

The LPMI Policies are subject to various limitations and exclusions as    
described above or as provided in the applicable LPMI Policy, and will provide  
only limited protection against losses on defaulted Mortgage Loans.             

MORTGAGE GUARANTY INSURANCE CORPORATION. MGIC is a wholly owned subsidiary
of MGIC Investment Corporation. As of the date of this prospectus supplement,   
MGIC had insurer financial strength ratings of "AA" from S&P and "Aa2" from     
Moody's. The rating agencies issuing the insurer financial strength rating      
with respect to MGIC can withdraw or change its rating at any time.             

For further information regarding MGIC, investors are directed to MGIC    
Investment Corporation's periodic reports filed with the Securities and         
Exchange Commission, which are publicly available.                              

The MGIC Policy covers approximately 42.88% of the 80+ LTV Loans. The MGIC
Policy does not cover any Mortgage Loans 60 days or more delinquent in payment  
as of the Cut-off Date. Each Mortgage Loan covered by the MGIC Policy is        
covered for losses up to the policy limits; provided, however, that the MGIC    
Policy will not cover special hazard, bankruptcy or fraud losses or certain     
other types of losses as provided in such MGIC Policy. Claims on insured        
Mortgage Loans generally will reduce uninsured exposure to an amount equal to   
60% of the lesser of the appraised value as of the origination date or the      
purchase price, as the case may be, of the related Mortgaged Property, subject  
to conditions, exceptions and exclusions and assuming that any pre-existing     
primary mortgage insurance policy covering the Mortgage Loans remains in        
effect and a full claim settlement is made thereunder.                          

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  The MGIC Policy is required to remain in force with respect to each Mortgage
Loan covered thereunder until (i) the principal balance of the Mortgage Loan    
is paid in full; (ii) the principal balance of the Mortgage Loan has amortized  
down to a level that results in a loan-to-value ratio for the Mortgage Loan of  
55% or less (provided, however, that no coverage of any Mortgage Loan under     
such MGIC Policy is required where prohibited by applicable law); or (iii) any  
event specified in the MGIC Policy occurs that allows for the termination of    
such MGIC Policy by MGIC.                                                       

  The MGIC Policy may not be assigned or transferred without the prior written
consent of MGIC; provided, however, that MGIC has previously provided written   
consent to (i) the assignment of coverage on individual Mortgage Loans from     
the Trustee to the Seller in connection with any Mortgage Loan repurchased or   
substituted for by the Seller and (ii) the assignment of coverage on all        
Mortgage Loans from the Trustee to any successor Trustee, provided, that in     
each case, prompt notice of such assignment is provided to MGIC.                

The MGIC Policy generally requires that delinquencies on any Mortgage Loan
insured thereunder must be reported to MGIC within four months of default and   
appropriate proceedings to obtain title to the property securing such Mortgage  
Loan must be commenced within six months of default. The MGIC Policy generally  
contains provisions substantially as follows: (i) for the insured to present a  
claim, the insured must have (A) acquired, and tendered to MGIC, good and       
merchantable title to the property securing the Mortgage Loan, free and clear   
of all liens and encumbrances, including, but not limited to, any right of      
redemption by the mortgagor unless such acquisition of good and merchantable    
title is excused under the terms of such MGIC Policy, and (B) if the Mortgage   
Loan is covered by a pre-existing primary mortgage insurance policy, a claim    
must be submitted and settled under such pre-existing primary mortgage          
insurance policy within the time frames specified in the MGIC Policy; (ii) a    
claim generally includes unpaid principal, accrued interest to the date of      
such tender to MGIC by the insured, and certain expenses (less the amount of a  
full claim settlement under any pre-existing primary mortgage insurance policy  
covering the Mortgage Loan); (iii) when a claim is presented, MGIC will have    
the option of either (A) paying the claim in full and taking title to the       
property securing the Mortgage Loan or (B) paying the insured a percentage of   
the claim (without deduction for a claim settlement under any pre-existing      
primary mortgage insurance policy, covering the Mortgage Loan) and with the     
insured retaining title to the property securing such Mortgage Loan; (iv)       
claims generally must be filed within 60 days after the insured has acquired    
good and merchantable title to the property securing the Mortgage Loan; and     
(v) a claim generally, must be paid within 60 days after the claim is filed by  
the insured. No payment for a loss will be made under the MGIC Policy unless    
the property securing the Mortgage Loan is in the same physical condition as    
when such Mortgage Loan was originally insured, except for reasonable wear and  
tear and unless premiums on the standard homeowners' insurance policy, real     
estate taxes and foreclosure protection and preservation expenses have been     
advanced by or on behalf of the insured.                                        

Unless approved in writing by MGIC, no changes may be made to the terms of
the Mortgage Loan, including the borrowed amount, interest rate, term or        
amortization schedule, except as specifically permitted by the terms of the     
Mortgage Loan; nor may the lender make any change in the property or other      
collateral securing the Mortgage Loan, nor may any mortgagor be released under  
the Mortgage Loan from liability. If a Mortgage Loan is assumed with the        
insured's approval, MGIC's liability for coverage of the Mortgage Loan under    
the MGIC Policy generally will terminate as of the date of such assumption      
unless MGIC approves the assumption in writing. The MGIC Policy excludes        
coverage of: (1) any claim where the insurer under any pre-existing primary     
mortgage insurance policy has acquired the property securing the Mortgage       
Loan, (2) any claim resulting from a default occurring after lapse of           
cancellation of coverage, (3) certain claims resulting from a default existing  
at the inception of coverage; (4) certain claims where there is an              
environmental condition which existed on the property securing the Mortgage     
Loan (whether or not known by the person or persons submitting an application   
for coverage of the Mortgage Loan) as of the effective date of coverage; (5)    
any claim, if the mortgage, deed of trust or other similar instrument did not   
provide the insured at origination with a first lien on the property securing   
the Mortgage Loan; (6) certain claims involving or arising out of any breach    
by the insured of its obligations under, or its failure to comply with the      
terms of, the MGIC Policy or of its obligations as imposed by operation of      
law; (7) physical damage to a property securing a Mortgage Loan; and (8) any    
claim arising from the failure of the borrower under a covered Mortgage Loan    
to make any balloon payment, if applicable, under such Mortgage Loan.           

In issuing the MGIC Policy, MGIC has relied upon certain information and  
data regarding the Mortgage Loans furnished to them by the Seller. The MGIC     
Policy will not insure against certain losses sustained by reason of a default  
arising from or involving certain matters, including (i) misrepresentation      
made, or knowingly participated in, by the lender or other persons involved in  
the origination of the Mortgage Loan or the application for insurance; (ii)     
failure to construct a property securing a Mortgage Loan in accordance with     
specified plans; (iii) certain claims resulting from a                          

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default existing at the inception of coverage; (iv) failure by the insured to   
furnish MGIC with copies of all documents in connection with the origination    
or servicing of a covered Mortgage Loan; (v) failure by the insured to furnish  
MGIC with copies of all notices and pleadings filed or required in any legal    
proceeding relating to a covered Mortgage Loan; and (vi) any claim if the       
Mortgage Loan did not meet MGIC's requirements applicable to the origination    
of the Mortgage Loan.                                                           

The preceding description of the MGIC Policy is only a brief outline and  
does not purport to summarize or describe the provisions, terms and conditions  
of the MGIC Policy. For a more complete description of these provisions, terms  
and conditions, reference is made to the MGIC Policy, a copy of which is        
available upon request from the Trustee.                                        

REPUBLIC MORTGAGE INSURANCE COMPANY. RMIC, a North Carolina corporation,  
with its administrative offices at 190 Oak Plaza Boulevard in Winston-Salem,    
North Carolina 27105, is a monoline private mortgage insurance company. RMIC    
was organized in December 1972 and commenced business in March 1973, to         
provide primary mortgage guaranty insurance coverage on residential mortgage    
loans, as well as mortgage portfolio and pool insurance policies which enhance  
insurance coverage for various types of mortgage related securities. RMIC is a  
wholly owned subsidiary of Old Republic Mortgage Guaranty Group, Inc., a        
Delaware corporation, which is a wholly owned subsidiary of Old Republic        
International (Chicago, Illinois). RMIC is licensed in 49 states and the        
District of Columbia to offer such insurance and is approved as a private       
mortgage insurer by Freddie Mac and Fannie Mae. Republic Mortgage Insurance     
Company of North Carolina, a sister company of RMIC, transacts insurance        
business in the State of New York.                                              

  An Annual Statement for RMIC for the years ended December 31, 2003 and 2004,
prepared on the Convention Form prescribed by the National Association of       
Insurance Commissioners, is available upon request from the Trustee. As of      
December 31, 2003, RMIC reported on its report, which is maintained on a        
statutory accounting basis, assets of $1,570,974,369, policyholders' surplus    
of $153,698,833 and a statutory contingency reserve of $1,190,420,912. As of    
December 31, 2004, RMIC reported on its annual report, which is maintained on   
a statutory accounting basis, assets of $1,660,956,496, policyholders' surplus  
of $138,580,663 and a statutory contingency reserve of $1,285,160,465. As of    
March 31, 2005, RMIC reported on its unaudited quarterly report, which is       
maintained on a statutory accounting basis, assets of $1,701,846,556,           
policyholders' surplus of $155,827,430 and a statutory contingency reserve of   
$1,308,188,516.                                                                 

  RMIC is rated "AA" by Standard & Poor's, "Aa3" by Moody's and "AA" by Fitch.

The RMIC Policy covers approximately 26.66% of the 80+ LTV Loans. The     
information provided by RMIC with respect to its mortgage guaranty insurance    
is limited to matters relating to the provision of such insurance and is not    
intended to address matters respecting investment in the Certificates that are  
the subject of this prospectus supplement.                                      

The RMIC Policy. The maximum amount of coverage under the RMIC Policy for 
each 80+ LTV Loan covered is equal to the lesser of (i) the actual loss, (ii)   
$200,000, and (iii) the product of (x) the "Specified Coverage Amount" set      
forth in the table below and (y) the Claim Amount (as defined below)            
(exclusive of any principal payments paid or payable pursuant to any other      
primary mortgage insurance policy covering the Mortgage Loan, if applicable)    
of that 80+ LTV Loan.                                                           

                                                                [Download Table]


LOAN-TO-VALUE RATIO AS OF THE CUT-OFF DATE             SPECIFIED COVERAGE AMOUNT
  ------------------------------------------           -------------------------
                                                                                
Between 80.01% and 85.00% ..........................             30.00%         
Between 85.01% and 90.00% ..........................             34.00%         
Between 90.01% and 95.00% ..........................             37.00%         
Between 95.01% and 100.00% .........................             40.00%         

  The RMIC Policy does not cover mortgages secured by first liens having Loan-
to-Value Ratios as of the Cut-off Date of less than or equal to 80% or          
Mortgage Loans with Loan-to-Value Ratios as of the Cut-off Date of greater      
than 100%. In addition, in order for an 80+ LTV Mortgage Loan to be eligible    
for coverage under the RMIC Policy housing payments may not have been (i) 30    
days delinquent on more than four occasions and 60 days delinquent on any       
occasion in the last 12 months, or (ii) 30 days delinquent on more than two     
occasions and 60 days delinquent on more than one occasion in the last 12       
months preceding the Cut-off Date. Rolling lates are acceptable (maximum six    
consecutive months rolling lates equals one 30-day late). A borrower must also  
have a minimum 24 months since consummation of foreclosure proceedings, a       
minimum 18 months since bankruptcy discharge, and an existing mortgage may be   
no more than 30 days late at funding.                                           

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Under the RMIC Policy, RMIC will pay a claim by, in its discretion, either
acquiring the related mortgaged property or paying a claim payment amount. If   
RMIC acquires the Mortgaged Property, the price it pays will be the             
outstanding principal balance of the related Mortgage Loan, together with       
certain accrued interest due on the Mortgage Loan and certain expenses after    
delinquency paid by the insured (such as hazard insurance, taxes, maintenance   
expenses and foreclosure costs), reduced by certain amounts received or held    
by the insured, such as rental income and escrow deposits (collectively, the    
"Claim Amount"). Claim payment may occur either when the Mortgaged Property is  
foreclosed upon by the Servicer on behalf of the Trust Fund or when it is sold  
to a third party in a sale approved by RMIC. The claim payment amount is an     
amount equal to the lesser of (i) the actual loss, (ii) $200,000, or (iii) the  
product of the Specified Coverage Amount (as described above) and the Claim     
Amount (exclusive of any principal payments paid or payable pursuant to any     
other primary mortgage insurance policy covering the Mortgage Loan, if          
applicable). Thus, the covered portion of any loss on a defaulted Mortgage      
Loan will differ depending upon the original Loan-to-Value Ratio of the 80+     
LTV Mortgage Loan and whether there is another primary mortgage insurance       
policy in effect. The RMIC Policy will not cover special hazard losses,         
bankruptcy losses, fraud losses and certain other types of losses as described  
in the RMIC Policy. Coverage may be denied if it has been obtained upon the     
basis of materially false or misleading representations made by or on behalf    
of the insured, and for other reasons described in the RMIC Policy.             

 Claim payments under the RMIC Policy will be made to the Servicer, which is
required to deposit the payments in the Collection Account maintained by the    
Master Servicer, and applied in the same manner as a prepayment of the related  
80+ LTV Loan.                                                                   

The Master Servicer will cause to be paid from interest collections the   
premium payable to RMIC for coverage of each insured Mortgage Loan (and any     
West Virginia, Kentucky or other applicable state taxes relating to such        
premium). These premiums are calculated as an annual percentage of the          
Scheduled Principal Balance of each 80+ LTV Loan insured under the RMIC         
Policy.                                                                         

This description of the RMIC Policy is only a brief summary of the policy 
and does not purport to be complete with respect to any non-uniform amendment   
thereto required by a particular jurisdiction. In addition, this description    
does not purport to be comprehensive or definitive, and is qualified in its     
entirety by reference to the RMIC Policy. For a more complete description of    
the provisions, time, and conditions of the RMIC Policy, prospective investors  
in the Certificates are encouraged to review such policy, copies of which are   
available upon request from the Trustee.                                        

POOL 1 MORTGAGE LOANS                                                           

The Pool 1 Mortgage Loans are expected to have the approximate            
characteristics as of the Cut-off Date as set forth in Annex B to this          
prospectus supplement. The sum of the amounts of the aggregate Scheduled        
Principal Balances and the percentages in the tables in Annex B may not equal   
the totals due to rounding.                                                     

Prior to the issuance of the Certificates, Mortgage Loans may be removed  
from Pool 1 as a result of incomplete documentation or otherwise, if the        
Depositor deems such removal necessary or appropriate.                          

  No more than approximately 0.38% of the Pool 1 Mortgage Loans are secured by
Mortgaged Properties located in any one zip code area.                          

POOL 2 MORTGAGE LOANS                                                           

The Pool 2 Mortgage Loans are expected to have the approximate            
characteristics as of the Cut-off Date as set forth in Annex B to this          
prospectus supplement. The sum of the amounts of the aggregate Scheduled        
Principal Balances and the percentages in the tables in Annex B may not equal   
the totals due to rounding.                                                     

Prior to the issuance of the Certificates, Mortgage Loans may be removed  
from Pool 2 as a result of incomplete documentation or otherwise, if the        
Depositor deems such removal necessary or appropriate.                          

  No more than approximately 0.60% of the Pool 2 Mortgage Loans are secured by
Mortgaged Properties located in any one zip code area.                          

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ADDITIONAL INFORMATION

 The description in this prospectus supplement of the Mortgage Pools and the
Mortgaged Properties is based upon each Mortgage Pool 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 Trust Fund, such removal or addition, to the       
extent material, will be noted in the Current Report on Form 8-K.               

Pursuant to the Trust Agreement, the Trustee will prepare a monthly       
statement to Certificateholders containing the information described under      
"The Trust Agreement--Reports to Certificateholders." The Trustee may make      
available each month, to any interested party, the monthly statement to         
Certificateholders via the Trustee's website. The Trustee's website will be     
located at www.usbank.com/abs and assistance in using the website can be        
obtained by calling the Trustee's customer service desk at 1-800-934-6802.      
Parties that are unable to use the above distribution option are entitled to    
have a paper copy mailed to them via first class by notifying the Trustee at    
U.S. Bank National Association, 1 Federal Street, 3rd Floor, Boston,            
Massachusetts 02110, Attention: Structured Finance--SAIL 2005-HE1. The Trustee  
will have the right to change the way such reports are distributed in order to  
make such distributions more convenient and/or more accessible, and the         
Trustee will provide timely and adequate notification to such parties           
regarding any such changes.                                                     

UNDERWRITING GUIDELINES 

Approximately 53.33% and 45.16% of the Mortgage Loans were originated in  
accordance with the Finance America Underwriting Guidelines and the Argent      
Underwriting Guidelines, respectively. The remainder of the Mortgage Loans      
were originated in accordance with Underwriting Guidelines generally            
comparable to the General Underwriting Guidelines described below under         
"General Underwriting Guidelines." Such General Underwriting Guidelines differ  
among Originators in various areas. The following is a general summary of the   
Finance America Underwriting Guidelines, the Argent Underwriting Guidelines     
and the General Underwriting Guidelines believed by the Depositor to be         
generally applied, with some variation, by the Originators, as applicable. The  
following does not purport to be a complete description of the underwriting     
standards of the Originators.                                                   

FINANCE AMERICA UNDERWRITING GUIDELINES                                         

  Finance America has developed a unique risk assessment model that is used to
risk-score all loans originated and acquired. Finance America's risk-scoring    
process begins with the risk matrix and utilizes three key risk factors that    
drive performance to develop a base risk score. The three key loan factors are  
mortgage pay history, the borrower's Credit Bureau Score (defined below) and    
loan-to-value. Once the base score is determined, additional risk factors are   
identified and a total final risk score (the "Risk Score") is calculated        
summing the base score and any add-ons. Additional risk factors include         
alternative documentation, stated income, property types other than single      
family residence, non-owner occupancy, combined loan-to-value ("CLTV") greater  
than 95%, debt-to-income percentages greater than 45% and greater than 50%,     
cash out, no previous mortgage history and various bankruptcy history. The      
risk add-on values correspond to the amount of additional risk each factor      
represents. They range from 0.25 to 3.25. The final score is then used to       
determine the loan's price (interest rate charged to the borrower), the         
maximum loan amount and any related underwriting requirements. Final Risk       
Scores range from 0.75 up to 5.0, with the lowest score representing the        
lowest risk and 5.0 representing the maximum amount of risk acceptable to       
Finance America. No score is permitted to exceed 5.0. Statistically, all loans  
with the same Risk Score should perform the same. In other words, a loan with   
a 4.5 Risk Score will generally have the same risk of delinquency as all other  
loans with a Risk Score of 4.5, regardless of the differing characteristics     
that determine how the score was calculated.                                    

  The risk-scoring matrix assists in identifying and pricing the inherent risk
underlying each loan and is based on extensive analysis of historical           
performance data on sub-prime loans originated by various sub-prime lenders     
over several years. This analysis yielded the key predictors of potential loan  
default. It is a risk assessment methodology similar to those used by the       
rating agencies. The risk scoring matrix has become a key business driver for   
Finance America, used in conjunction with its underwriting guidelines, that     
defines the risk and appropriately grades and prices each loan in               

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accordance with its risk level. The result is a reduction in the uncertainty    
and inconsistency of final credit decisions commonly present in the             
origination of sub-prime loans.                                                 

Additionally, Finance America's Risk Scoring program does not allow any   
upgrades for compensating factors or exceptions to the risk scoring or credit   
guidelines. Because the program is model-driven, results and performance are    
tracked, evaluated and used to validate and re-validate the risk matrix.        
Allowing exceptions to the guidelines or scoring would dilute the risk          
assessment and could blur performance results. In limited circumstances, minor  
documentation exceptions are permitted. Increases to the maximum loan amount    
limit for each Risk Score are also permitted.                                   

Because the credit risk decision is determined solely by the Risk Scoring 
matrix, Finance America uses its underwriters primarily to evaluate the         
documentation required to substantiate the loan decision, to ensure all         
underwriting guidelines are followed, to ensure the loan file documentation     
complies with Federal and State regulations and to evaluate the strength of     
the appraisal. While loan pricing and grading are model-driven, no two          
applications are the same. All loan applications are individually underwritten  
with professional judgment. The applicant's past and present payment history,   
employment and income, assets, liabilities and property value are all factors   
considered during the underwriting review process. All loans are reviewed for   
accuracy, credit discrepancies, income contradictions and misrepresentations    
during the underwriting process. The loan application package must be           
documented as required for the loan program and must contain sufficient         
information to render the final lending decision.                               

 In addition to the Risk Score, Finance America also employs the traditional
use of credit grades typically used in the origination of subprime loans.       
Their use, however, is limited to the definition of the borrower's mortgage     
(or rental) payment history (the "MPH") for the previous 12-month period        
preceding the application. Finance America's "A" is a MPH of 0x30 or 1x30. An   
"A-" represents a MPH where the borrower may have had unlimited rolling 30's.   
A "B" is 1x60. A "C" is 1x90 and the loan-to-value is limited to 85%. A "D" is  
1x120, where the loan-to-value is limited to 75% and cannot be a foreclosure    
in process. "D's" are also not allowed to provide the borrower with any cash    
at the loan funding.                                                            

The Mortgage Loans generally bear higher rates of interest than mortgage  
loans that are originated in accordance with Fannie Mae and Freddie Mac         
standards, and may experience rates of delinquency and foreclosure that are     
higher, and that may be substantially higher, than those experienced by         
portfolios of mortgage loans underwritten in a more traditional manner. Unless  
prohibited by state law or waived by Finance America upon the payment by the    
related mortgagor of buyout fees or acceptance of a higher Mortgage Rate, a     
majority of the Mortgage Loans provide for the payment by the mortgagor of a    
prepayment charge on certain full or partial prepayments made within one to     
three years from the date of origination of the related Mortgage Loan as        
described under "Description of the Mortgage Pools--General" above.             

 A majority of the mortgage loans originated by Finance America are based on
loan application packages submitted through mortgage brokerage companies.       
These brokers must meet minimum standards set by Finance America based on an    
analysis of the following information submitted with an application for         
approval: applicable state lending license (in good standing) which is          
independently verified by the Finance America's broker approval staff, federal  
tax identification number and a signed broker agreement. Additionally, both     
the broker principal and the organization are investigated through a review of  
the MARI database and LexisNexis. Once approved, mortgage brokerage companies   
are eligible to fund loan application packages in compliance with the terms of  
the signed broker agreement. Approved brokers' submission and funding activity  
are closely monitored for potential fraud, licenses are monitored for validity  
and expiration, and all brokers are entered and monitored through an industry-  
accepted, nationally recognized database for potential integrity issues,        
misrepresentations or identified business risks.                                

All loans are processed and underwritten at the branch level by dedicated,
experienced, full-time staff that undergoes approximately 40 hours of           
specialized training that includes compliance, fraud detection, appraisal       
valuation, underwriting, title and collateral processing. Finance America       
utilizes a "modular" concept approach to training. Each underwriter is granted  
a level of authority commensurate with his or her proven judgment,              
successfully completed training modules and credit skills.                      

Finance America offers three loan origination programs that make up the   
population of the mortgage loans. The programs are called Mach 1, Mach 2 and    
Mach 3. All three programs utilize the risk-scoring matrix to generate Risk     
Scores on all mortgage loans. All three loan programs also make use of credit   
bureau scores (the "Credit Bureau Score"). The Credit Bureau Score is           
available from the three national credit repositories and are calculated by     
the                                                                             

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assignment of weightings to the most predictive data collected by the credit    
repositories and range from the 300's to the 900's. Although the Credit Bureau  
Scores are based solely on the information at the particular credit             
repository, such Credit Bureau Scores have been calibrated to indicate the      
same level of credit risk regardless of which credit repository is used.        
Finance America generally uses the middle of three, or the lower of two scores  
for the primary income borrower. The Credit Bureau Score is the credit score    
component that is used in Finance America's Risk Scoring matrix to develop the  
Risk Score.                                                                     

  Mach 1 is a traditional sub-prime lending program with minimum Credit Bureau
Scores of 500+ and an upper loan-to-value of 90%. The Mach 1 program allows     
for both owner-occupied and non-owner occupied borrowers, mortgage pay          
histories from 0x30 up to 1x120, 1-4 family properties, and documentation       
which includes full, alternative and stated income. The typical average Credit  
Bureau Score for the Mach 1 program is generally around 600. Mach 1 loan        
amounts range from $40,000 up to $750,000.                                      

The Mach 1 program also provides for loan amounts from $750,001 to $1     
million ("Mach 1 Jumbo Loans"). Mach 1 Jumbo Loans generally require higher     
Credit Bureau Scores, typically a minimum 600 Credit Bureau Score for full      
documentation and 620 for less than full documentation loans. They also         
require lower loan-to-values and combined loan-to-values, typically maximum     
80%/90% LTV/CLTV for full documentation loans and 70%/90% LTV/CLTV for less     
than full documentation loans. Purchase money transactions under this program   
requires six months' verified assets for reserves and a minimum down payment    
of 10% of sales price.                                                          

The Mach 2 program is generally for a better credit quality borrower, with
credit characteristics that are typically better than for a Mach 1 borrower.    
Mach 2 loans require a minimum Credit Bureau Score of 580 and allow for loan-   
to-values and combined loan-to-values up to 95%. With superior credit, a Mach   
2 borrower may qualify for an 80/20 combination loan or a 100% first mortgage   
loan. Mach 2 loans cannot exceed a 0x30 or a 1x30 MPH and are only made on      
owner-occupied properties. Mach 2 debt-to-income ratios cannot exceed 50% and   
property types are limited to single-family residences, condominiums, PUD's     
and 2 units. The typical average Credit Bureau Score for the Mach 2 program is  
generally around 650. Mach 2 loan amounts range from $40,000 up to $750,000.    
The Mach 2 program also allows for documentation that includes full,            
alternative and stated income.                                                  

The Mach 3 program is for the highest credit quality borrower, with       
characteristics that are typically better than for a Mach 2 borrower. Mach 3    
loans require a minimum Credit Bureau Score of 660 and allow for loan-to-       
values up to 100%. Mach 3 loans require less documentation commensurate with    
the higher credit profile of the borrower. Property types are limited to        
single-family residences, condominiums, and PUD's. Mach 3 loans are made on     
owner-occupied properties only and the loan amounts range from $40,000 up to    
$750,000.                                                                       

  Each prospective borrower completes an application that includes information
with respect to the applicant's liabilities, income and employment history, as  
well as certain other personal information. Finance America requires a credit   
report for each applicant from a credit reporting company. Finance America's    
underwriters verify the income of each borrower under various documentation     
programs as follows: under the Full Income Documentation Programs, applicants   
are generally required to submit verification of stable income for the periods  
of six months to two years preceding the application dependent on Finance       
America's Risk Score; under the Alternative Income Documentation Program, the   
borrower is qualified based on the income set forth on the application and the  
applicants are generally required to submit verification of adequate cash flow  
to meet credit obligations for a 6 to 12 month period preceding the             
application; and under the Stated Income Program, applicants are qualified      
based on monthly income as stated on the mortgage application. All Stated       
Income loans are required to qualify for Finance America's payment shock test   
which limits the increase in the borrower's new payment (PITI) to 75% if the    
loan has a Risk Score of less than 3.0. The increase is limited to 50% if the   
Risk Score is greater than 3.0. In all cases, the income stated must be         
reasonable and customary for the applicant's line of work. A pre-closing audit  
to confirm the borrower's employment is conducted by phone on all wage earner   
borrowers. A self-employed borrower's business is verified to have been in      
existence for a minimum of two years preceding the mortgage application. The    
verification may be made through independent validation of the business by      
using Dun and Bradstreet Information Services or LexisNexis, or can be made by  
obtaining a valid business license, or a CPA/Enrolled Agent letter.             

  Finance America's guidelines are applied in accordance with a procedure that
generally requires an appraisal of the mortgaged property that conforms to      
Fannie Mae and Freddie Mac standards. Qualified independent appraisers must     
meet minimum standards of licensing. Each Uniform Residential Appraisal Report  
includes a market data analysis based on recent sales of comparable homes in    
the area and, where deemed appropriate, replacement cost analysis based on the  

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current cost of constructing a similar home. The appraisal review process is    
initially conducted by the underwriter and may be elevated to further review    
audits. These secondary audits may consist of an enhanced desk review           
conducted by a Finance America staff appraiser or representative, a field       
review or an automated valuation report that confirms or supports the original  
appraiser's value of the mortgaged property. Loans with specific geographic     
location or specific loan parameters require a mandatory staff appraisal        
review. A property value in excess of $750,000 also requires a mandatory staff  
appraisal review and may require an additional independent full appraisal.      

Finance America requires title insurance on all mortgage loans. Finance   
America also requires that fire and extended coverage casualty insurance be     
maintained on the secured property in an amount at least equal to the           
principal balance of the related residential loan or the replacement cost of    
the property, whichever is less.                                                

 Finance America conducts a number of quality control procedures including a
post-funding credit and appraisal compliance audit program that provides for a  
re-underwriting of the mortgage loans and AVM validation. Additionally,         
Finance America also conducts a more traditional random quality control audit   
that is based on the error rate from the previous month's audit to ensure that  
the asset quality is consistent with Finance America's guidelines. The quality  
control review confirms the existence and accuracy of legal documents, credit   
documentation, appraisal analysis and underwriting decision. A report           
detailing audit findings and level of error is sent monthly to each branch for  
response. Finance America's Senior Management reviews the audit findings and    
branch responses. This post-funding review procedure allows Finance America to  
assess programs for potential guideline changes, program enhancements,          
appraisal policies, areas of risk to be reduced or eliminated and the need for  
additional training or additional system edits.                                 

ARGENT UNDERWRITING GUIDELINES                                                  

Approximately 96.77% of the Mortgage Loans purchased from Ameriquest were 
originated by Argent in accordance with guidelines established with one of the  
following income documentation types: "Full Documentation," "Limited            
Documentation" or "Stated Income." The Argent Underwriting Guidelines are       
primarily intended to evaluate: (1) the applicant's credit standing and         
repayment ability and (2) the value and adequacy of the mortgaged property as   
collateral. On a case-by-case basis, Argent may determine that, based upon      
compensating factors, a loan applicant, not strictly qualifying under one of    
the Risk Categories described below, warrants an exception to the requirements  
set forth in the Argent Underwriting Guidelines. Compensating factors may       
include, but are not limited to, loan-to-value ratio, debt-to-income ratio,     
good credit history, stable employment history, length at current employment    
and time in residence at the applicant's current address. It is expected that   
a substantial number of the Mortgage Loans originated by Argent to be included  
in the Mortgage Pool will represent such underwriting exceptions.               

The Argent Underwriting Guidelines are less stringent than the standards  
generally acceptable to more traditional lenders with regard to: (1) the        
applicant's credit standing and repayment ability and (2) the mortgaged         
property offered as collateral. Applicants who qualify under the Argent         
Underwriting Guidelines generally have payment histories and debt ratios which  
would not satisfy underwriting guidelines of more traditional lenders and may   
have a record of major derogatory credit items such as outstanding judgments    
or prior bankruptcies. The Argent Underwriting Guidelines establish the         
maximum permitted loan-to-value ratio for each loan type based upon these and   
other risk factors.                                                             

The Mortgage Loans originated by Argent are based on loan application     
packages submitted directly or indirectly by a loan applicant. Each loan        
application package has an application completed by the applicant that          
includes information with respect to the applicant's liabilities, income,       
credit history and employment history, as well as certain other personal        
information. Argent also obtains (or the broker submits) a credit report on     
each applicant from a credit reporting company. The credit report typically     
contains the reported information relating to such matters as credit history    
with local and national merchants and lenders, installment debt payments and    
reported records of default, bankruptcy, repossession and judgments. If         
applicable, the loan application package must also generally include a letter   
from the applicant explaining all late payments on mortgage debt and,           
generally, consumer (i.e. non-mortgage) debt.                                   

During the underwriting process, Argent reviews and verifies the loan     
applicant's sources of income (except under the Stated Income and Limited       
Documentation types, under which programs such information may not be           
independently verified), calculates the amount of income from all such sources  
indicated on the loan application, reviews the credit history of the            
applicant, calculates the debt-to-income ratio to determine the applicant's     
ability to repay the loan, and reviews the mortgaged property for compliance    
with the Argent Underwriting Guidelines. The Argent Underwriting Guidelines     
are applied in accordance with a procedure which complies with applicable       
federal and state laws and regulations and requires (i) an appraisal of the     
mortgaged property which conforms to the Uniform Standards of                   

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Professional Appraisal Practice and are generally on forms similar to those     
acceptable to Fannie Mae and Freddie Mac and (ii) a review of such appraisal,   
which review may be conducted by a representative of Argent or a fee appraiser  
and may include a desk review of the original appraisal or a drive-by review    
appraisal of the mortgaged property. The Argent Underwriting Guidelines permit  
loans with a loan-to-value ratio or combined loan-to-value ratio at             
origination of up to 100%, subject to certain Risk Category limitations (as     
further described in that section). The maximum allowable loan-to-value ratio   
varies based upon the income documentation, property type, creditworthiness,    
debt service-to-income ratio of the applicant and the overall risks associated  
with the loan decision.                                                         

A. INCOME DOCUMENTATION TYPES                                                   

Full Documentation. The Full Documentation residential loan program is    
generally based upon current year to date income documentation as well as the   
previous year's income documentation (i.e., tax returns and/or W-2 forms and/   
or written verification of employment) or bank statements for the previous 12   
months. The documentation required is specific to the applicant's sources of    
income. The applicant's employment and/or business licenses are generally       
verified.                                                                       

Limited Documentation. The Limited Documentation residential loan program 
is generally based on bank statements from the past 6 months supported by       
additional documentation provided by the applicant or current year to date      
documentation. The applicant's employment and/or business licenses are          
generally verified.                                                             

Stated Income. The Stated Income residential loan program requires the    
applicant's employment and income sources to be stated on the application. The  
applicant's income as stated must be reasonable for the related occupation in   
the loan underwriter's discretion. However, the applicant's income as stated    
on the application is not independently verified.                               

B. PROPERTY REQUIREMENTS                                                        

  Properties that are to secure mortgage loans have a valuation obtained by an
appraisal performed by a qualified and licensed appraiser who is an             
independent appraiser who is in good standing with Argent's or its affiliate's  
in-house appraisal department. Generally, properties below average standards    
in condition and repair are not acceptable as security for mortgage loans       
under the Argent Underwriting Guidelines. Each appraisal includes a market      
data analysis based on recent sales of comparable homes in the area and, where  
deemed appropriate, replacement cost analysis based on the current cost of      
constructing a similar home. Every independent appraisal is reviewed by a       
representative of Argent or a fee appraiser before the mortgage loan is         
funded. The Argent Underwriting Guidelines require that all mortgage loans      
have title insurance. The Argent Underwriting Guidelines also require that      
fire and extended coverage casualty insurance be maintained on the property in  
an amount equal to the lesser of the principal balance of the mortgage loan or  
the replacement cost of the property.                                           

 Any dwelling unit built on a permanent chassis (including mobile homes) and
attached to a permanent foundation system is a "manufactured home" for          
purposes of the Argent Underwriting Guidelines. Any of the following factors    
would make a manufactured home ineligible under the Argent Underwriting         
Guidelines: manufactured homes located in a mobile home park or on leasehold    
land; manufactured homes not built in accordance with HUD guidelines;           
manufactured homes with additions; manufactured homes not classified as real    
property; single wide mobile homes; and manufactured homes located in the       
following states: Delaware, Hawaii, Iowa, Maryland, New Jersey, New York,       
North Dakota, Oklahoma, Pennsylvania, Rhode Island and Texas. Other factory-    
built housing, such as modular, prefabricated, panelized, or sectional housing  
is not considered a "manufactured home" under the Argent Underwriting           
Guidelines.                                                                     

C. RISK CATEGORIES                                                              

Under the Argent Underwriting Guidelines, various Risk Categories are used
to grade the likelihood that the mortgagor will satisfy the repayment           
conditions of the mortgage loan. These Risk Categories establish the maximum    
permitted loan-to-value ratio and loan amount, given the occupancy status of    
the mortgaged property and the mortgagor's credit history and debt ratio. In    
general, higher credit risk mortgage loans are graded in Risk Categories which  
permit higher debt ratios and more (or more recent) major derogatory credit     
items such as outstanding judgments or prior bankruptcies; however, the Argent  
Underwriting Guidelines establish lower maximum loan-to-value ratios and lower  
maximum loan amounts for loans graded in such Risk Categories.                  

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The Argent Underwriting Guidelines have the following Risk Categories and 
criteria for grading the potential likelihood that an applicant will satisfy    
the repayment obligations of a mortgage loan:                                   

RISK CATEGORIES(1)(2) 

                                                        [Enlarge/Download Table]


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                    I                         II                       III                      IV                   V             
 ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Mortgage History                                                                                                                   
  (Last 12                                                                                                                         
  Months)........   None                      3 x 30                   1 x 60                   1 x 90             1 x 120         
                                                                                                                   or greater      
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Bankruptcy or                                                                                                                      
  Foreclosure....   AND                       AND                      AND                      OR                                 
                    none in last 36 months    none in last 24 months   none in last 12 months   in last 12 months  Not currently in
 ----------------------------------------------------------------------------------------------------------------------------------
FICO Score ......   Maximum LTV(3)                                                                                                 
 ----------------------------------------------------------------------------------------------------------------------------------
680 .............   100%(4)                   95%                      90%                      80%                75%             
650 .............   100%(4)                   95%                      90%                      80%                75%             
620 .............   100%(4)                   95%                      90%                      80%                70%             
600 .............   100%(4)                   95%                      90%                      80%                70%             
580 .............   95%                       95%                      90%                      75%                70%             
550 .............   90%                       90%                      90%                      75%                70%             
525 .............   85%                       85%                      80%                      75%                70%             
500 .............   80%                       80%                      80%                      75%                70%             
 ----------------------------------------------------------------------------------------------------------------------------------
Maximum Debt                                                                                                                       
  Ratio(5).......   50%                       50%                      50%                      50%                55%             
 ----------------------------------------------------------------------------------------------------------------------------------
Other Credit(6) .   max $5,000                max $5,000               max $5,000               max $5,000         max $5,000      
                    open major                open major               open major               open major         open major      
                    derogatory                derogatory               derogatory               derogatory         derogatory      
                    credit                    credit                   credit                   credit             credit          
 ----------------------------------------------------------------------------------------------------------------------------------

---------------                                                                 
(1) Loans between $500,000 and $850,000 are available for all income            
 documentation types. In addition, the underwriting guidelines provide for
  lower maximum LTV's depending on loan size; no bankruptcies in the last 36
 months and mortgaged properties that are owner occupied. Rural properties
and manufactured homes are excluded.                                    
(2) Interest only loans are available for all income documentation types, with  
a maximum LTV ratio of 95%. Interest only loans are available with      
interest-only periods of 2, 3 or 5 years. In addition to the program    
 specific guidelines, the interest only guidelines require: a minimum FICO
score of 620; a mortgage history of 3x30; no bankruptcies in the last 24
months; and mortgaged properties that are owner occupied. Mortgaged     
properties that are secured by manufactured homes are excluded.         
(3) The maximum LTV referenced is for mortgagors providing Full Documentation.  
  The LTV may be reduced up to 5% for each of the following characteristics:
   non-owner occupancy and second homes. LTV may be reduced up to 10% for each
  of the following characteristics: 3-4 unit properties, manufactured homes,
rural locations, and no mortgage or rental history.                     
(4) LTV if originated under the 100% Advantage Program (allows qualified        
   applicants the ability to borrow up to 100% LTV on a first-lien) or CLTV if
 originated under the 80/20 Combo Advantage Program (first lien and second
 lien mortgage loan closed simultaneously to allow applicants to borrow up
to 100% combined CLTV).                                                 
(5) Debt ratios may be increased if the LTV ratio is decreased. LTV equal to or 
   less than 75% may have a 55% debt ratio. LTV equal to or less than 100% may
have a 50% debt ratio.                                                  
(6) Open major derogatory credit may be increased (up to a maximum of $5,000)   
if the LTV ratio is decreased.                                          

GENERAL UNDERWRITING GUIDELINES                                                 

The General Underwriting Guidelines used by Originators other than Finance
America and Argent are generally intended to evaluate the credit risk of        
mortgage loans made to borrowers with imperfect credit histories, ranging from  
minor delinquencies to bankruptcy, or borrowers with relatively high ratio of   
monthly mortgage payments to income or relatively high ratios of total monthly  
credit payments to income. In addition, such guidelines also evaluate the       
value and adequacy of the Mortgaged Property as collateral. On a case by case   
basis, the Originators may determine that, based upon compensating factors, a   
prospective mortgagor not strictly qualifying under the applicable              
underwriting guidelines warrants an underwriting exception. Compensating        
factors may include, but are not limited to, relatively low ratio, relatively   
low debt-to-income ratio, 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 such underwriting        
exceptions.                                                                     

  Under the General Underwriting Guidelines, the Originators review and verify
the loan applicant's sources of income (except under the stated income          
programs), calculate the amount of income from all such sources indicated on    
the loan application or similar documentation, review the credit history of     
the applicant and calculate the debt-to-income                                  

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ratio to determine the applicant's ability to repay the loan, and review the    
Mortgaged Property for compliance with the General Underwriting Guidelines.     
The General Underwriting Guidelines are applied in accordance with a procedure  
that generally requires (i) an appraisal of the Mortgaged Property that         
conforms to Fannie Mae and Freddie Mac standards and (ii) a review of such      
appraisal, which review may be conducted by the Originator's staff appraiser    
or representative and, depending upon the amount of property data available,    
the original principal balance and loan-to-value ratio of the Mortgaged         
Property, may include a review of the original appraisal or a drive-by review   
appraisal of the Mortgaged Property. The General Underwriting Guidelines        
generally permit single-family loans with loan-to-value ratios at origination   
of up to 90% (or, with respect to certain Mortgage Loans, up to 100%) for the   
highest credit grading category, depending on the creditworthiness of the       
mortgagor and, in some cases, the type and use of the property and the debt-    
to-income ratio. Under the General Underwriting Guidelines, the maximum         
combined loan-to-value ratio for purchase money mortgage loans may differ from  
those applicable to refinancings.                                               

  The Mortgage Loans were originated on the basis of loan application packages
submitted through mortgage brokerage companies or at the related Originator's   
retail branches or were purchased from originators approved by the              
Originators. Loan application packages submitted through mortgage brokerage     
companies, containing in each case relevant credit, property and underwriting   
information on the loan request, are compiled by the applicable mortgage        
brokerage company and submitted to the Originator for approval and funding.     
The mortgage brokerage companies receive all or a portion of the loan           
origination fee charged to the mortgagor at the time the loan is made.          

  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 such matters as credit    
history with local and national merchants and lenders, installment debt         
payments and (to the extent reported) any record of payment defaults,           
bankruptcy, repossession, suits or judgments.                                   

Mortgaged Properties that secure mortgage loans are generally appraised by
qualified independent appraisers. Each appraisal includes a market data         
analysis based on recent sales of comparable homes in the area and, where       
deemed appropriate, replacement cost analysis based on the current cost of      
constructing a similar home. Except with respect to purchase money mortgage     
loans, independent appraisals are generally reviewed by the related             
Originators before the loan is funded, and a drive-by review or appraisal is    
generally performed in connection with loan amounts over a certain              
predetermined dollar amount established for each state or when property data    
is unavailable. With respect to purchase money mortgage loans, an independent   
appraisal may or may not be reviewed by the Originator.                         

The General Underwriting Guidelines are less stringent than the standards 
generally acceptable to Fannie Mae and Freddie Mac. Mortgagors who qualify      
under the General Underwriting Guidelines generally have payment histories and  
debt ratios that would not satisfy Fannie Mae and Freddie Mac underwriting      
guidelines and may have a record of major derogatory credit items such as       
outstanding judgments or prior bankruptcies. The General Underwriting           
Guidelines establish the maximum permitted loan-to-value ratio for each loan    
type based upon these and other risk factors. Because such General              
Underwriting Guidelines do not conform to Fannie Mae or Freddie Mac             
guidelines, the Mortgage Loans are likely to experience higher rates of         
delinquency, foreclosure and bankruptcy than if they had been underwritten to   
a higher standard. See "Risk Factors--Risks Related to Higher Expected          
Delinquencies of the Mortgage Loans" herein.                                    

In general, all of the Mortgage Loans were originated consistent with and 
generally conform to "Full Documentation," "Limited Documentation," or "Stated  
Income Documentation" residential loan programs. Under each of such programs,   
the related Originator generally reviews the applicant's source of income,      
calculates the amount of income from sources indicated on the loan application  
or similar documentation, reviews the credit history of the applicant,          
calculates the debt-to-income ratio to determine the applicant's ability to     
repay the loan, and reviews the type and use of the property being financed.    
The General Underwriting Guidelines require that mortgage loans be              
underwritten according to a standardized procedure that complies with           
applicable federal and state laws and regulations and requires the              
Originator's underwriters to be satisfied that the value of the property being  
financed, as indicated by an appraisal and a review of the appraisal, supports  
the outstanding loan balance. The General Underwriting Guidelines permit two    
to four family loans to have loan-to-value ratios at origination of generally   
up to 90% (or, in certain cases, 100%), depending on, among other things, the   
loan documentation program, the purpose of the mortgage loan, the mortgagor's   
credit history, and repayment ability, as well as the type and use of the       
property. With respect to mortgage loans secured                                

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by Mortgaged Properties acquired by a mortgagor under a "lease option           
purchase," the loan-to-value ratio of the related mortgage loan is generally    
based on the appraised value at the time of origination of such mortgage loan.  

Certain of the Mortgage Loans were originated under "No Documentation"    
programs pursuant to which no information was obtained regarding the            
borrower's income or employment and there was no verification of the            
borrower's assets.                                                              

 Under the Full Documentation programs, applicants generally are required to
submit two written forms of verification of stable income for 12 to 24 months,  
depending on the particular Originator and its guidelines. Under the Limited    
Documentation programs, generally one such form of verification is required     
for six or 12 months, depending upon the practices of the applicable            
Originator. Under the Stated Income Documentation programs, generally an        
applicant may be qualified based upon monthly income as stated on the mortgage  
loan application if the applicant meets certain criteria. All the foregoing     
programs typically require that with respect to each applicant, there be a      
telephone verification of the applicant's employment. 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 the Full       
Documentation program guidelines, except, with respect to certain Originators,  
in the case of mortgage loans with loan-to-value ratios below a specified       
level. Generally, no such verification is required under the other programs.    

 Under the General Underwriting Guidelines, various risk categories are used
to grade the likelihood that the mortgagor will satisfy the repayment           
conditions of the mortgage loan. These categories establish the maximum         
permitted loan-to-value ratio and loan amount, given the occupancy status of    
the mortgaged property and the mortgagor's credit history and debt ratio. In    
general, higher credit risk mortgage loans are graded in categories that        
permit higher debt ratios and more (or more recent) major derogatory credit     
items such as outstanding judgments or prior bankruptcies; however, the         
Underwriting Guidelines establish lower maximum loan-to-value ratios and        
maximum loan amounts for loans graded in such categories.                       

A substantial portion of the Mortgage Loans were classified by the related
Originators in relatively low (i.e., relatively higher risk) credit             
categories. The incidence of delinquency, default and bankruptcy with respect   
to such Mortgage Loans is expected to be greater than if such Mortgage Loans    
had been classified in relatively higher categories.                            

THE MASTER SERVICER 

Aurora is a wholly-owned subsidiary of Lehman Brothers Bank, FSB, engaged 
principally in the business of (i) originating, purchasing and selling          
residential mortgage loans in its own name and through its affiliates, (ii)     
servicing residential mortgage loans for its own account, (iii) master          
servicing residential mortgage loans for the account of its affiliates and      
(iv) servicing and subservicing residential mortgage loans for the account of   
its affiliates and others.                                                      

Aurora's executive offices and centralized real estate master servicing   
facility are located at 10350 Park Meadows Drive, Littleton, Colorado 80124,    
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 June 30, 2005, Aurora's total loan servicing and subservicing       
portfolio included loans with total outstanding principal balance of            
approximately $73.42 billion, of which the substantial majority are             
subserviced for Lehman Brothers Holdings Inc. and Lehman Brothers Bank, FSB.    
The following table sets forth certain information regarding the delinquency    
and foreclosure experience of Aurora with respect to mortgage loans other than  
mortgage loans insured by the FHA or guaranteed by the VA. The indicated        
periods of delinquency are based on the number of days past due on a            
contractual basis.                                                              

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DELINQUENCIES AND FORECLOSURES
(DOLLARS IN MILLIONS) 

                                                        [Enlarge/Download Table]


                                                                                  AS OF DECEMBER 31,             AS OF JUNE 30,
                                                                         --------------------------------------                
                                                                         2001       2002       2003      2004         2005     
                                                                        -------   -------    -------    -------  --------------
                                                                                                                               
Total balance of mortgage loans serviced............................... $10,490   $21,196    $43,455    $52,715      $69,306   
Percentage of mortgage loans delinquent by period of                                                                           
  delinquency(1)(2)(3)                                                                                                         
 30 to 59 days.........................................................   3.43%     3.37%      1.87%      1.16%        1.33%   
 60 to 89 days.........................................................   1.33%     1.28%      0.43%      0.27%        0.27%   
 90 days or more.......................................................   1.23%     2.36%      0.51%      0.43%        0.30%   
                                                                        -------   -------    -------    -------  --------------
Total percentage of mortgage loans delinquent(1)(2)(3).................   5.99%     7.01%      2.81%      1.86%        1.90%   
In foreclosure (excluding bankruptcies)(2).............................   0.91%     0.75%      1.24%      0.76%        0.55%   
In bankruptcy(1)(2)....................................................   0.67%     0.54%      0.38%      0.31%        0.31%   
                                                                        -------   -------    -------    -------  --------------
Total(2)(4)............................................................   7.57%     8.30%      4.43%      2.93%        2.76%   
                                                                        =======   =======    =======    =======  ==============

---------------                                                                 
(1) Total portfolio and delinquency information is for conventional loans and   
subprime loans only, excluding bankruptcies.                            
(2) For the periods ended December 31, 2001 and 2002, the percentages are based 
   on the average principal balances of the mortgage loans. For all subsequent
  periods, the percentages are based on the actual principal balance of each
mortgage loan.                                                          
(3) The MBS method for conventional loans and the ABS method for subprime loans 
are 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.                       
(4) Actual percentages are utilized in generating this table but due to         
rounding may not correspond exactly with total percentages.             

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 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 Servicer of
the Mortgage Loans (See "The Servicer" below) in accordance with the            
provisions of the underlying servicing agreement and the Trust Agreement.       
Aurora will not, however, be ultimately responsible for the servicing of the    
Mortgage Loans except to the extent described under "Servicing of the Mortgage  
Loans" below.                                                                   

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THE SERVICER

GENERAL                                                                         

On the Closing Date, HomEq Servicing Corporation will service all of the  
Mortgage Loans (by Cut-off Date Balance).                                       

  The delinquency and loan loss data set forth below represents the historical
experience of HomEq's servicing portfolio for the periods indicated. The        
actual delinquency and loss experience of the Mortgage Pools or any portion     
thereof, will be affected by a number of factors, including but not limited to  
the 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 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. In addition, the       
servicing portfolios described below may include mortgage loans that have not   
been outstanding long enough to have "seasoned" to a point where delinquencies  
would be fully reflected. In the absence of substantial continuous additions    
of recently originated mortgage loans to an unseasoned portfolio, it is         
possible that the delinquency and foreclosure percentages experienced could be  
significantly higher than that indicated in the tables below. Accordingly,      
there can be no assurance and no representation is made by HomEq that the       
delinquency and loss experience of the Mortgage Pools will be similar to that   
of HomEq's own servicing portfolio, nor is any representation made as to the    
rate at which losses may be experienced on liquidation of defaulted Mortgage    
Loans in the Mortgage Pools.                                                    

HOMEQ SERVICING CORPORATION                                                     

  HomEq is a nationwide consumer loan servicing company, primarily involved in
mortgage loan servicing, with facilities in North Highlands, California,        
Raleigh, North Carolina and Boone, North Carolina. HomEq is a subsidiary of     
Wachovia Corporation, the fourth largest bank holding company in the United     
States with assets of $512 billion as of June 30, 2005.                         

As of June 30, 2005, HomEq serviced approximately 388,000 prime and sub-  
prime home mortgage loans with a total principal balance of approximately       
$51.1 billion.                                                                  

HomEq's residential sub-prime and alternative servicing operations are    
currently rated as "Strong" by S&P. Fitch has rated HomEq "RPS1" as a primary   
servicer of residential Alt-A and sub-prime products, and "RSS1" as a special   
servicer. Moody's has rated HomEq "SQ1" as a primary servicer of residential    
sub-prime mortgage loans. HomEq is an approved Freddie Mac and Fannie Mae       
servicer.                                                                       

Delinquency and Foreclosure Experience                                          

  The following tables set forth the delinquency and foreclosure experience of
the mortgage loans serviced by HomEq at the end of the indicated periods. The   
indicated periods of delinquency are based on the number of days past due on a  
contractual basis. No mortgage loan is considered delinquent for these          
purposes until it has not been paid by the next scheduled due date. HomEq's     
portfolio may differ significantly from the Mortgage Loans in terms of          
interest rates, principal balances, geographic distribution, types of           
properties, lien priority, origination and underwriting criteria, prior         
servicer performance and other possibly relevant characteristics. There can be  
no assurance, and no representation is made, that the delinquency and           
foreclosure experience with respect to the Mortgage Loans will be similar to    
that reflected in the table below, nor is any representation made as to the     
rate at which losses may be experienced on liquidation of defaulted mortgage    
loans in the mortgage loan pool. The actual delinquency experience on the       
Mortgage Loans will depend, among other things, upon the value of the real      
estate securing such Mortgage Loans and the ability of the related borrower to  
make required payments. It should be noted that if the residential real estate  
market should experience an overall decline in property values, the rates of    
delinquencies and foreclosures could increase. In addition, adverse economic    
conditions may affect the timely payment by borrowers of scheduled payments of  
principal and interest on the Mortgage Loans and, accordingly, the actual       
rates of delinquencies and foreclosures with respect to the Mortgage            

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Pools. Finally, the statistics shown below represent the delinquency            
experience for HomEq's mortgage servicing portfolio only for the periods        
presented, whereas the aggregate delinquency experience with respect to the     
Mortgage Loans will depend on the results obtained over the life of the         
Mortgage Pools.                                                                 

HOMEQ MORTGAGE LOAN SERVICING PORTFOLIO 
DELINQUENCIES AND FORECLOSURES
(DOLLAR AMOUNTS IN THOUSANDS) 

                                                        [Enlarge/Download Table]


                                                       AS OF JUNE 30, 2005                       AS OF DECEMBER 31, 2004       
                                          ---------------------------------------------  --------------------------------------
                                                                              PERCENT                                 PERCENT  
                                          NUMBER OF                        BY PRINCIPAL   NUMBER      PRINCIPAL    BY PRINCIPAL
                                            LOANS      PRINCIPAL BALANCE      BALANCE    OF LOANS      BALANCE        BALANCE  
                                          ---------    -----------------   ------------  --------    -----------   ------------
                                                                                                                               
Current Loans ...........................  329,377        $44,278,729          86.73%     301,208    $37,671,124       88.00%  
                                          ---------    -----------------   ------------  --------    -----------   ------------
Period of Delinquency                                                                                                          
 30 to 59 days ..........................   24,518          3,304,035           6.47%      20,831      2,378,568        5.56%  
 60 to 89 days ..........................    7,609          1,030,877           2.02%       6,575        761,639        1.78%  
 90 days or more ........................    3,459            404,227           0.79%       3,285        324,419        0.76%  
                                           -------        -----------         -------     -------    -----------      -------  
Total Delinquencies .....................   35,586          4,739,138           9.28%      30,691      3,464,625        8.09%  
                                           -------        -----------         -------     -------    -----------      -------  
Foreclosures ............................    7,618            881,331           1.73%       7,006        703,929        1.64%  
Bankruptcies ............................   12,493            886,311           1.74%      12,181        778,816        1.82%  
                                           -------        -----------         -------     -------    -----------      -------  
Total Foreclosures and Bankruptcies .....   20,111          1,767,642           3.46%      19,187      1,482,745        3.46%  
                                           -------        -----------         -------     -------    -----------      -------  
Real Estate Owned .......................    3,104            267,667           0.52%       2,528        190,081        0.44%  
                                           =======        ===========         =======     =======    ===========      =======  
Total Portfolio .........................  388,178        $51,053,176         100.00%     353,614    $42,808,576      100.00%  
                                           =======        ===========         =======     =======    ===========      =======  

                                                        [Enlarge/Download Table]


                                                     AS OF DECEMBER 31, 2003                     AS OF DECEMBER 31, 2002       
                                          ---------------------------------------------  --------------------------------------
                                                                              PERCENT                                 PERCENT  
                                          NUMBER OF                        BY PRINCIPAL   NUMBER      PRINCIPAL    BY PRINCIPAL
                                            LOANS      PRINCIPAL BALANCE      BALANCE    OF LOANS      BALANCE        BALANCE  
                                          ---------    -----------------   ------------  --------    -----------   ------------
                                                                                                                               
Current Loans ...........................  234,635        $21,488,618          89.11%     255,443    $14,803,485       87.42%  
                                           -------        -----------         -------     -------    -----------      -------  
Period of Delinquency                                                                                                          
 30 to 59 days ..........................   13,709          1,029,985           4.27%      13,387        658,621        3.89%  
 60 to 89 days ..........................    3,838            276,720           1.15%       3,907        184,752        1.09%  
 90 days or more ........................    2,775            185,249           0.77%       3,610        183,220        1.08%  
                                           -------        -----------         -------     -------    -----------      -------  
Total Delinquencies .....................   20,322          1,491,954           6.19%      20,904      1,026,593        6.06%  
                                           -------        -----------         -------     -------    -----------      -------  
Foreclosures ............................    5,101            363,205           1.51%       5,031        302,383        1.79%  
Bankruptcies ............................   11,322            609,434           2.53%      12,424        616,366        3.64%  
                                           -------        -----------         -------     -------    -----------      -------  
Total Foreclosures and Bankruptcies .....   16,423            972,639           4.03%      17,455        918,749        5.43%  
                                           -------        -----------         -------     -------    -----------      -------  
Real Estate Owned .......................    2,597            160,334           0.66%       3,119        185,437        1.10%  
                                           -------        -----------         -------     -------    -----------      -------  
Total Portfolio .........................  273,977        $24,113,545         100.00%     296,921    $16,934,264      100.00%  
                                           =======        ===========         =======     =======    ===========      =======  

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ADMINISTRATION OF THE TRUST FUND

SERVICING AND ADMINISTRATIVE RESPONSIBILITIES                                   

  The Servicer, the Master Servicer, the Trustee, the Custodian and the Credit
Risk Manager will have the following responsibilities with respect to the       
Trust Fund:                                                                     

PARTY:                          RESPONSIBILITIES:                               
------                          -----------------                               

SERVICER                   Performing the servicing functions with respect to   
                        the Mortgage Loans and the Mortgaged Properties in
                     accordance with the provisions of the Servicing
               Agreement, including, but not limited to:

                          o        collecting monthly remittances of principal
                                   and interest on the Mortgage Loans from the
                                  related borrowers, depositing such amounts
                                    in the Servicing Account, and delivering all
                                   amounts on deposit in the Servicing Account
                                 to the Master Servicer for deposit in the
                          Collection Account on the Servicer
        Remittance Date;

                         o        collecting amounts in respect of taxes and
                             insurance from the related borrowers,
                              depositing such amounts in the related
                                  escrow account, and paying such amounts to
                                    the related taxing authorities and insurance
                 providers, as applicable;

                         o        making Advances with respect to delinquent
                                 payments of principal and interest on the
                          Mortgage Loans (other than Balloon
  Payments);

                       o        paying, as servicing advances, customary
                          costs and expenses incurred in the
                                    performance by the Servicer of its servicing
                                   obligations, including, but not limited to,
                         the cost of (a) the preservation,
                                   restoration and protection of the Mortgaged
                                  Property, (b) taxes, assessments and other
                                   charges which are or may become a lien upon
                                   the Mortgaged Property or (c) borrower-paid
                                  primary mortgage insurance policy premiums
                                 and fire and hazard insurance coverage to
                            the extent not paid by the borrower;

                          o        providing monthly loan-level reports to the
        Master Servicer;

                     o        maintaining certain insurance policies
                           relating to the Mortgage Loans; and

                  o        initiating foreclosure proceedings.

                      See "The Servicer" and "Mortgage Loan Servicing"
below.                    

MASTER SERVICER            Performing the master servicing functions in         
                           accordance with the provisions of the Trust Agreement
                    and the Servicing Agreement, including but not
limited to:               

                        o        monitoring the Servicer's performance and
                                  enforcing the Servicer's obligations under
                the Servicing Agreement;

                      o        collecting monthly remittances from the
                              Servicer for deposit in the Collection
                                   Account on the Servicer Remittance Date and
                                delivering all amounts on deposit in the
                             Collection Account to the Trustee for
                                 deposit in the Certificate Account on the
                        Master Servicer Remittance Date;

                       o        gathering the monthly loan-level reports
                                 delivered by the Servicer and providing a
                               comprehensive loan- level report to the
                                   Trustee with respect to the Mortgage Loans;

                    o        upon the termination of the Servicer,
                                    appointing a successor servicer, and until a
                                  successor servicer is appointed, acting as
               successor servicer; and

                       o        upon the failure of the Servicer to make
                                 Advances with respect to a Mortgage Loan,
                                    making those Advances to the extent provided
               in the Trust Agreement.

                  See "The Master Servicer" and "Mortgage Loan
Servicing" below.         

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TRUSTEE                    Performing the trustee functions in accordance with  
                          the provisions of the Trust Agreement, including but
not limited to:           

                      o        collecting monthly remittances from the
                          Master Servicer for deposit in the
                                Certificate Account and distributing all
                             amounts on deposit in the Certificate
                                 Account to the Certificateholders and the
                              Supplemental Interest Trust Account in
                                accordance with the priorities described
                  under "Descriptions of the
                                 Certificates--Distributions of Interest,"
                                    "--Distributions of Principal" and "--Credit
                                  Enhancement--Application of Monthly Excess
                            Cashflow" on each Distribution Date;

                           o        preparing and distributing investor reports,
                               including the monthly distribution date
                                statement to Certificateholders based on
                            information received from the Master
                           Servicer and the Swap Counterparty;

                       o        depositing any Net Swap Payments or Swap
                                   Termination Payments received from the Swap
                                   Counterparty into the Supplemental Interest
      Trust Account;

                     o        distributing amounts on deposit in the
                                  Supplemental Interest Trust Account to the
                       Certificateholders and the Swap
                            Counterparty, in accordance with the
                                  priorities described under "Description of
                               the Certificates--Supplemental Interest
                                   Trust--Application of Deposits and Payments
                                    Received by the Supplemental Interest Trust"
                  on each Distribution Date;

                         o        preparing and distributing annual investor
                                   reports summarizing aggregate distributions
                                 to Certificateholders necessary to enable
                               Certificateholders to prepare their tax
returns;

                      o        enforcing the obligations of the Master
                           Servicer under the Trust Agreement;

                          o        preparing and filing annual federal and (if
                                    required) state tax returns on behalf of the
   Trust Fund;

                         o        preparing and filing periodic reports with
                                  the Commission on behalf of the Trust Fund
                             with respect to the Certificates; and

                         o        acting as successor master servicer in the
                               event the Master Servicer resigns or is
                                 removed by the Trustee unless a successor
                     master servicer is appointed.

                        See "The Trust Agreement--The Trustee," "--Certain
                      Matters Under the Trust Agreement--Duties of the
                           Trustee" and "--Reports to Certificateholders" below.

CUSTODIAN                  Performing the custodial functions in accordance with
                           the provisions of the custodial agreements, including
but not limited to:       

                        o        holding and maintaining the Mortgage Loan
                                    documents related to the Mortgage Loans in a
                           fireproof facility intended for the
                                    safekeeping of mortgage loan files on behalf
       of the Trustee.

                           See "Mortgage Loan Servicing--Custody of the Mortgage
Files" below.             

CREDIT RISK MANAGER        The Credit Risk Manager will not be responsible for  
                          performing any servicing or administrative functions
                         with respect to the Mortgage Loans, but rather will
                        perform certain advisory functions with respect to
                          the Mortgage Loans in accordance with the provisions
                  of the Trust Agreement and under credit risk
                        management agreements with the Servicer, including
but not limited to:       

                          o        monitoring and/or making recommendations to
                            the Master Servicer and the Servicer
                                  regarding certain delinquent and defaulted
           Mortgage Loans; and

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                           o        providing on a monthly basis certain reports
                             to the Trust Fund, including, but not
                                    limited to, a loan-level loss and mitigation
                                   analysis, primary mortgage insurance claims
                                   analysis and a prepayment premium analysis.

                   See "Mortgage Loan Servicing--The Credit Risk
Manager" below.           

TRUST ACCOUNTS                                                                  

  All amounts in respect of principal and interest received from the borrowers
or other recoveries in respect of the Mortgage Loans will, at all times before  
distribution thereof to the Certificateholders or the Swap Counterparty, be     
invested in the Trust Accounts, which are accounts established in the name of   
the Trustee. Funds on deposit in the Trust Accounts may be invested by the      
party responsible for such Trust Account in Eligible Investments, as described  
under "The Agreements--Investment of Funds" in the prospectus. The Trust        
Accounts will be established by the applicable parties listed below, and any    
investment income earned on each Trust Account will be as retained or           
distributed as follows:                                                         

                                                        [Enlarge/Download Table]

TRUST ACCOUNT:       RESPONSIBLE PARTY:  APPLICATION OF ANY INVESTMENT EARNINGS:              
--------------       ------------------  ---------------------------------------              
                                                                                              
SERVICING ACCOUNT    Servicer            Any investment earnings will be paid to the Servicer 
                                         and will not be available for distribution to        
                                         Certificateholders.                                  

COLLECTION ACCOUNT   Master Servicer     Any investment earnings will be paid as compensation 
                                         to the Master Servicer, and will not be available for
                                         distributions to Certificateholders.                 

CERTIFICATE ACCOUNT  Trustee             Any investment earnings will be paid as compensation 
                                         to the Trustee and will not be available for         
                                         distribution to Certificateholders.                  

BASIS RISK RESERVE   Trustee             Any investment earnings will remain in the Basis Risk
 FUND                                    Reserve Fund and be available for distribution to    
                                         Certificateholders as described in clause (3) under  
                                         "Description of the Certificates--Application of     
                                         Monthly Excess Cashflow."                            

SUPPLEMENTAL          Trustee            Any investment earnings will remain in the           
 INTEREST TRUST                          Supplemental Interest Trust Account and will be paid 
 ACCOUNT                                 to the Swap Counterparty and the Certificateholders  
                                         as described under "Description of the               
                                         Certificates--Supplemental Interest                  
                                         Trust--Application of Deposits and Payments Received 
                                         by the Supplemental Interest Trust."                 


If funds deposited in any Trust Accounts are invested by the responsible  
party identified in the table above, the amount of any losses incurred in       
respect of any such investments will be deposited in the related Trust Account  
by such responsible party out of its own funds (other than with respect to the  
Basis Risk Reserve Fund, for which LBH shall be responsible for any such        
losses), without any right of reimbursement therefor.                           

EXAMPLE OF DISTRIBUTIONS                                                        

  The following sets forth an example of collection of payments from borrowers
on the Mortgage Loans, transfer of amounts among the Trust Accounts and         
distributions on the Certificates for the Distribution Date in September 2005:  

                                                        [Enlarge/Download Table]
                                                                                                                  
August 2 through                                                                                                  
   September 1 ....................   Collection Period:     Payments due during the related Collection Period    
                                                             (August 2 through September 1) from borrowers will be
                                                             deposited in the Servicing Account as received and   
                                                             will include scheduled principal payments due during 
                                                             the related Collection Period and interest accrued on
                                                             the ending scheduled balance from the prior          
                                                             Collection Period.                                   

August 1 through                                                                                                  
  August 31.......................  Prepayment Period        Partial principal prepayments received by the        
                                    for partial prepayments  Servicer during the related Prepayment Period will be
                                    received from            deposited into the Servicing Account for remittance  
                                    Mortgage Loans:          to the Master Servicer on the Servicer Remittance    
                                                             Date (September 19).                                 


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                                                        [Enlarge/Download Table]
                                                                                                                              
August 16 through                                                                                                             
  September 15.................. Prepayment Period for full prepayments  Full principal prepayments received by the Servicer  
                                 received from Mortgage Loans:           during the related Prepayment Period will be         
                                                                         deposited into the Servicing Account for remittance  
                                                                         to the Master Servicer on the Servicer Remittance    
                                                                         Date (September 19).                                 

September 19 ................... Servicer Remittance Date:               The Servicer will remit collections and recoveries in
                                                                         respect of the Mortgage Loans to the Master Servicer 
                                                                         for deposit into the Collection Account on or prior  
                                                                         to the 18th day of each month (or if the 18th day is 
                                                                         not a Business Day, the next succeeding Business     
                                                                         Day), as specified in the Servicing Agreement.       

September 23 ................... Master Servicer Remittance Date:        One Business Day immediately before the related      
                                                                         Distribution Date, the Master Servicer will remit to 
                                                                         the Trustee amounts on deposit in the Collection     
                                                                         Account for deposit into the Certificate Account,    
                                                                         including any Advances made by the Servicer or the   
                                                                         Master Servicer for that Distribution Date.          

September 23 ................... Record Date:                            Distributions will be made to Certificateholders of  
                                                                         record for all classes as of the Business Day        
                                                                         immediately before the related Distribution Date.    

September 23 ................... Any payment received from or            One Business Day immediately before the              
                                 payable to the Swap Counterparty        related Distribution Date, the Swap                  
                                 under the Swap Agreement:               Counterparty will pay to the Trustee for             
                                                                         deposit into the Supplemental Interest Trust         
                                                                         Account, any Net Swap Payments or Swap               
                                                                         Termination Payments required to be paid by          
                                                                         the Swap Counterparty under the Swap                 
                                                                         Agreement, or the Trustee will pay to the            
                                                                         Swap Counterparty any Net Swap Payments or           
                                                                         Swap Termination Payments required to be             
                                                                         paid by the Trustee under the Swap                   
                                                                         Agreement, as applicable.                            

September 26 ................... Distribution Date:                      On the 25th day of each month (or if the             
                                                                         25th day is not a Business Day, the next             
                                                                         Business Day), the Trustee will make                 
                                                                         distributions to Certificateholders from             
                                                                         amounts on deposit in the Certificate                
                                                                         Account and the Supplemental Interest Trust          
                                                                         Account.                                             

Succeeding months follow the same pattern.                                

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MORTGAGE LOAN SERVICING 

GENERAL                                                                         

The Servicer will have primary responsibility for servicing the Mortgage  
Loans as described under "Administration of the Trust Fund--Servicing           
Responsibilities" above. Each of the Trustee, the Master Servicer and the NIMS  
Insurer are either parties or third party beneficiaries under the Servicing     
Agreement and can enforce the rights of the Seller thereunder. Under a          
separate Credit Risk Management Agreement between the Credit Risk Manager and   
the Servicer, the Credit Risk Manager will provide certain monitoring and       
advisory services with respect to delinquent Mortgage Loans. See "Servicing of  
Loans" in the prospectus.                                                       

Under the Servicing Agreement, the Master Servicer has the authority to   
terminate the Servicer for certain events of default which indicate that        
either the Servicer is not performing, or is unable to perform, its duties and  
obligations under the Servicing Agreement. If the Master Servicer terminates    
the Servicer, the Master Servicer will be required to appoint a successor       
servicer as provided in the Trust Agreement. Notwithstanding anything to the    
contrary in the prospectus, the Master Servicer will not be ultimately          
responsible for the performance of the servicing activities by the Servicer,    
except as described under " --Advances" below.                                  

In addition, under the Servicing Agreement, the Seller generally has the  
right to terminate the Servicer, without cause, upon sixty days' notice         
subject to certain conditions set forth in the Servicing Agreement, including   
payment of unreimbursed or unpaid Advances, servicing advances, Servicing Fees  
and applicable expenses of the Servicer in connection with the transfer of the  
Mortgage Loans to a successor servicer, and generally, payment of a             
termination fee which shall be payable by the Seller from its own funds and     
not reimbursable from the Trust Fund. Any such termination without cause        
requires the consent of the Master Servicer, the Trustee and the NIMS Insurer   
and receipt of confirmation from the Rating Agencies that the transfer of       
servicing will not result in a qualification, withdrawal or downgrade of the    
then current ratings of any of the Certificates. The Seller, with the prior     
written consent of the Master Servicer and NIMS Insurer, may also terminate     
the Servicer if losses or delinquencies on the Mortgage Loans exceed certain    
trigger levels specified in the Servicing Agreement. No termination fee is      
paid to the terminated Servicer under such special termination events, but the  
Servicer will be reimbursed for unpaid Advances, servicing advances and         
Servicing Fees.                                                                 

Any successor servicer must be qualified to service mortgage loans for    
Freddie Mac and Fannie Mae and must have a net worth of not less than           
$25,000,000.                                                                    

SERVICING ACCOUNT AND THE COLLECTION ACCOUNT                                    

The Servicer will establish and maintain a segregated Servicing Account in
the name of the Trustee into which the Servicer will deposit payments on        
account of interest and principal for the related Mortgage Loans, less its      
Servicing Fee, as described under "Servicing of Loans--Deposits to and          
Withdrawal from the Collection Account" and "--Servicing Accounts" in the       
prospectus. On the Servicer Remittance Date, the Servicer will remit the        
amounts on deposit in its Servicing Account to the Master Servicer for deposit  
into the Collection Account, which is maintained by the Master Servicer. The    
Servicer and the Master Servicer are entitled to reimburse themselves from the  
Servicing Account or Collection Account, as applicable, for any Advances made   
and expenses incurred, as described below under "--Servicing Compensation and   
Payment of Expenses" and "--Advances." The Servicing Account and the            
Collection Account will consist solely of amounts relating to the Mortgage      
Loans, and amounts on deposit therein will not be commingled with any other     
funds not related to the Trust Fund.                                            

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

  As compensation for master servicing, the Master Servicer is entitled to the
compensation described under "Fees and Expenses of the Trust Fund."             

 The Servicer will be paid the Servicing Fee for each Mortgage Loan serviced
by it and any successor to the Servicer will in all cases receive a fee in an   
amount equal to, but not greater than, the Servicing Fee. As additional         
servicing compensation, the Servicer is entitled to retain (i) all servicing    
related fees, including assumption fees, modification fees, ancillary           
servicing fees, extension fees, non-sufficient fund fees and late payment       
charges (other than Prepayment Premiums) to the extent collected from the       
borrower, (ii) any interest or other income earned on funds held in the         

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Servicing Account and escrow accounts and other similar items described under   
the Servicing Agreement and (iii) any Prepayment Interest Excess to the extent  
not offset by Prepayment Interest Shortfalls.                                   

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 Servicer. The Master  
Servicer and the Servicer will be entitled to reimbursement for certain         
expenses prior to distribution of any amounts to Certificateholders. See        
"Servicing of Loans--Collection Procedures; Escrow Accounts" and "--Servicing   
Compensation and Payment of Expenses" in the prospectus.                        

WAIVER OR MODIFICATION OF MORTGAGE LOAN TERMS                                   

The Servicer may waive, modify or vary any term of any Mortgage Loan or   
consent to the postponement of strict compliance with any term of any Mortgage  
Loan so long as that waiver, modification or postponement is not materially     
adverse to the Trust Fund; provided, however, that unless the Servicer has      
received the prior written consent of the Master Servicer (and in certain       
cases, the NIMS Insurer), the Servicer may not permit any modification for any  
Mortgage Loan that would change the Mortgage Rate, defer or forgive the         
payment of principal or interest, reduce or increase the outstanding Scheduled  
Principal Balance (except for actual payments of principal) or change the       
final maturity date on that Mortgage Loan. In the event of any such             
modification that permits the deferral of interest or principal payments on     
any Mortgage Loan, the Servicer must make an Advance. However, the Servicer     
may not make or permit any modification, waiver or amendment of any term of     
any Mortgage Loan that would cause any REMIC created under the Trust Agreement  
to fail to qualify as a REMIC or result in the imposition of any tax.           

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, 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 Servicer, but only to the extent that such amount is not offset by          
Prepayment Interest Excess, if any, and does not exceed the total of the        
Servicing Fees on the Mortgage Loans serviced by it for the applicable          
Distribution Date. The Master Servicer is not required to fund any Prepayment   
Interest Shortfall required to be funded but not funded by the Servicer or a    
successor servicer as discussed herein.                                         

ADVANCES                                                                        

The Servicer will generally be obligated to make Advances and servicing   
advances to the extent that such Advances or servicing advances, in its         
judgment, are reasonably recoverable from future payments and collections,      
insurance payments or proceeds of liquidation of the related Mortgage Loan.     
The Master Servicer will be obligated to make any required Advance if the       
Servicer fails in its obligation to do so, to the extent provided in the Trust  
Agreement. The Master Servicer and the Servicer, as applicable, will be         
entitled to recover any Advances and servicing advances made by it with         
respect to a Mortgage Loan out of late payments thereon or out of related       
liquidation and insurance proceeds or, if those amounts are insufficient or if  
the Servicer believes such Advances or servicing advances will not be           
recoverable, 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   
Relief Act Reduction. No party which makes an Advance is entitled to interest   
on those Advances.                                                              

PRIMARY MORTGAGE INSURANCE                                                      

  The Master Servicer and the Servicer will be required to take such action in
servicing the Mortgage Loans as is necessary to keep the primary mortgage       
insurance policies in effect, and the Servicer will be responsible for filing   
claims under such primary mortgage insurance policies on behalf of the Trust    
Fund.                                                                           

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COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS                              

The Servicer 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 to the extent necessary to avoid the loss of a Mortgaged Property     
due to a tax sale or the foreclosure thereof as a result of a tax lien.         

INSURANCE COVERAGE                                                              

The Master Servicer and the Servicer 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 Servicing Agreement will provide that the Servicer will certify to the
Depositor, the Trustee and the Master Servicer that all information prepared    
by it and provided to the Master Servicer relating to the Mortgage Loans        
serviced by the Servicer is accurate and complete in all material respects as   
of the last day of the period covered by that report and that generally the     
Servicer is in compliance with its obligations to report to the Master          
Servicer and is in compliance with its obligations under the Servicing          
Agreement. The Trust Agreement will provide that each year the Master Servicer  
will certify to the Trustee that for the prior calendar year, the Master        
Servicer has performed and fulfilled its duties, responsibilities and           
obligations under the Trust Agreement in all material respects throughout that  
year, or, if there has been a default in the fulfillment of any such duties,    
responsibilities or obligations, specifying each such default known to the      
Master Servicer and the nature and status thereof, and the Master Servicer has  
received from the Servicer an annual certificate of compliance and a copy of    
the servicer's annual audit report, in each case to the extent required under   
the Servicing Agreement, or, if any such certificate or report has not been     
received by the Master Servicer, the Master Servicer is using its best          
reasonable efforts to obtain such certificate or report.                        

  The Trust Agreement will also 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 and the NIMS    
Insurer 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 acceptable to the NIMS Insurer 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.                                         

MASTER SERVICER DEFAULT; SERVICER DEFAULT                                       

If the Master Servicer is in default in its obligations under the Trust   
Agreement, the Trustee may, and must if directed to do so by the NIMS Insurer   
or by Certificateholders having more than 50% of the Voting Rights applicable   
to each class of Certificates affected thereby, terminate the Master Servicer.  
In such event, the Trustee, pursuant to the terms of the Trust Agreement, will  
either assume the duties of Master Servicer or will appoint a successor master  
servicer in accordance with the standards set forth in the Trust Agreement.     

If the Servicer is in default in its obligations under the Servicing      
Agreement, the Master Servicer may, at its option, terminate the defaulting     
Servicer and either appoint a successor servicer in accordance with the         
Servicing Agreement and the Trust Agreement, or succeed to the                  
responsibilities of the terminated Servicer.                                    

AMENDMENT OF THE SERVICING AGREEMENT                                            

The Servicing Agreement may generally be amended, without notice to or    
consent of the Certificateholders, with the written consent of the Master       
Servicer, the Seller, the Servicer and the Trustee; provided, that the party    
requesting such amendment must, at its own expense, provide the Trustee, the    
Master Servicer and the Seller with an opinion of independent counsel that the  
amendment will not materially adversely affect the interest of the              
Certificateholders or holders of the NIM Securities. Any amendment pursuant to  
the preceding sentence will be deemed not to adversely affect in any material   
respect the interests of any Certificateholder if the Trustee receives written  
confirmation from each Rating                                                   

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Agency that the amendment will not cause such Rating Agency to reduce its then  
current ratings assigned to the Certificates.                                   

CUSTODY OF THE MORTGAGE FILES                                                   

The Servicer will generally not have responsibility for custody of the    
Mortgage Loan documents described under "The Trust Agreement--Assignment of     
Mortgage Loans" below. These documents are generally required to be delivered   
to the Custodian. The Custodian will hold the Mortgage Loan documents on        
behalf of the Trustee pursuant to a Custodial Agreement between the Custodian   
and the Trustee. The Mortgage Loan documents related to a Mortgage Loan will    
be held together in an individual file separate from other mortgage loan files  
held by the Custodian. The Custodian will maintain the Mortgage Loan documents  
in a fireproof facility intended for the safekeeping of mortgage loan files.    
The Seller will pay the fees of the Custodian; however, if the Seller does not  
pay the fees of the Custodian, the Custodian may be repaid its fees by the      
Trustee from the Trust Fund.                                                    

THE CREDIT RISK MANAGER                                                         

Risk Management Group, LLC will monitor and make recommendations to the   
Master Servicer and the Servicer regarding certain delinquent and defaulted     
Mortgage Loans, and will provide, on a monthly basis, certain reports to the    
Trustee on behalf of the Trust Fund, including, but not limited to, a loan-     
level loss and mitigation analysis, primary mortgage insurance claims analysis  
and a prepayment premium analysis. Certificateholders will be able to review    
the current report via the internet at the Credit Risk Manager's website,       
www.rmgglobal.com/rmgpd/sail05-he1.asp, on or about the fifteenth calendar day  
of the month following each Distribution Date. Such reports will also be        
included in the Trust Fund's filings with the Commission under the Securities   
Exchange Act of 1934. The Credit Risk Manager will rely on mortgage loan data   
that is provided to it by the Servicer in performing its advisory, monitoring   
and reporting functions.                                                        

The Credit Risk Manager will be entitled to receive the Credit Risk       
Manager's Fee until the termination of the Trust Fund or until its removal by   
a vote of at least 66-2/3% of the Certificateholders. The Credit Risk           
Manager's Fee will be paid by the Trust Fund and will be calculated at the      
Credit Risk Manager's Fee Rate on the Scheduled Principal Balance of each       
Mortgage Loan.                                                                  

OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS                                   

Subject to certain limitations set forth in the Servicing Agreement, the  
NIMS Insurer will have the right, but not the obligation, to purchase for its   
own account any Distressed Mortgage Loan for a purchase price equal to the      
outstanding principal balance of such Mortgage Loan, plus accrued interest      
thereon to the date of repurchase, plus any unreimbursed Advances, servicing    
advances or unpaid Servicing Fees allocable to the Distressed Mortgage Loan.    
The NIMS Insurer is prohibited from using any procedure in selecting            
Distressed Mortgage Loans to be repurchased which would be materially adverse   
to Certificateholders. Any such repurchase shall be accomplished by remittance  
to the Master Servicer of the purchase price for the Distressed Mortgage Loan   
for deposit into the Collection Account.                                        

SPECIAL SERVICER FOR DISTRESSED MORTGAGE LOANS                                  

The Seller, with the consent of the Trustee, the Master Servicer and the  
NIMS Insurer, has the option under the Servicing Agreement to transfer any      
Mortgage Loan which becomes a Distressed Mortgage Loan for servicing by a       
special servicer selected by the Seller. Any special servicing fee paid to a    
special servicer will not exceed the Servicing Fee Rate. The NIMS Insurer, in   
lieu of providing its consent, may purchase any Distressed Mortgage Loan        
precluding a transfer of a Distressed Mortgage Loan to a special servicer, as   
described above.                                                                

PLEDGE OF SERVICING RIGHTS                                                      

  The Servicing Agreement permits the Servicer to obtain financing by means of
a pledge and assignment of their rights to reimbursement for outstanding        
Advances and other rights under the Servicing Agreement to one or more          
lenders. To the extent provided under any such financing arrangement, upon      
default by the Servicer, the lender may appoint a successor servicer;           
provided, such successor servicer meets all existing requirements for           
appointment of a successor servicer under the Servicing Agreement and the       
Trust Agreement. See "--General" above.                                         

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THE TRUST AGREEMENT 

GENERAL                                                                         

The Certificates will be issued pursuant to the Trust Agreement. The NIMS 
Insurer will be a third party beneficiary to the Trust Agreement and as such    
will have certain rights under the Trust Agreement for so long as the NIM       
Securities are outstanding or the NIMS Insurer is owed any amounts in           
connection with its guaranty of the NIM Securities. 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, upon written request,  
an electronic copy (without exhibits) of the Trust Agreement. Requests should   
be addressed to U.S. Bank National Association, 1 Federal Street, 3rd Floor,    
Boston, Massachusetts 02110, Attention: Structured Finance--SAIL 2005-HE1.      

THE ISSUING ENTITY                                                              

  On the Closing Date, and until the termination of the Trust Fund pursuant to
the Trust Agreement, Structured Asset Investment Loan Trust 2005-HE1 will be a  
common law trust formed under the laws of the State of New York. The Issuing    
Entity will be created under the Trust Agreement by the Depositor and its       
assets will consist of the Trust Fund. On the Closing Date, the Sponsor will    
make an initial deposit of $1,000 into the Basis Risk Reserve Fund on behalf    
of the Issuing Entity. The Issuing Entity will not have any liabilities as of   
the Closing Date. The fiscal year end of the Issuing Entity will be December    
31 of each year.                                                                

On the Closing Date, the Supplemental Interest Trust will be created under
the Trust Agreement by the Depositor, and its assets will consist of the Swap   
Agreement and such assets as from time to time deposited in the Supplemental    
Interest Trust Account. The Supplemental Interest Trust will be a common law    
trust formed under the laws of the State of New York. On the Closing Date, the  
Sponsor will make an initial deposit of $1,000 into the Supplemental Interest   
Trust Account on behalf of the Supplemental Interest Trust. All assets of the   
Supplemental Interest Trust are payable under the Trust Agreement to the Trust  
Fund. See "Description of the Certificates--Supplemental Interest Trust."       

The Issuing Entity will not have any employees, officers or directors. The
Trustee, the Depositor, the Master Servicer, the Servicer, the Credit Risk      
Manager and the Custodian will act on behalf of the Issuing Entity, and may     
only perform those actions on behalf of the Issuing Entity that are specified   
in the Trust Agreement, the Sale and Assignment Agreement, the Servicing        
Agreement and the Custodial Agreement. See "The Master Servicer," "The          
Servicer," "Mortgage Loan Servicing" and "The Trust Agreement."                 

  The Trustee, on behalf of the Issuing Entity, is only permitted to take such
actions as are specifically provided in the Trust Agreement. Under the Trust    
Agreement, the Trustee on behalf of the Issuing Entity will not have the power  
to issue additional certificates representing interests in the Trust            
Agreement, borrow money on behalf of the Trust Fund or make loans from the      
assets of the Trust Fund to any person or entity, without the amendment of the  
Trust Agreement by Certificateholders and the other parties thereto as          
described under "--Certain Matters Under the Trust Agreement--Amendment of the  
Trust Agreement."                                                               

If the assets of the Trust Fund are insufficient to pay the               
Certificateholders all principal and interest owed, holders of some or all      
classes of Certificateholders will not receive all of their expected payments   
of interest and principal and will suffer a loss. The risk of loss to holders   
of Subordinate Certificates is greater than to holders of Senior Certificates.  
See "Risk Factors--Risks Related to Potential Inadequacy of Credit Enhancement  
and Other Support" in this prospectus supplement. The Issuing Entity, as a      
common law trust, is not eligible to be a debtor in a bankruptcy proceeding.    
In the event of a bankruptcy of the Sponsor, the Depositor or any Originator,   
it is not anticipated that the Trust Fund would become part of the bankruptcy   
estate or subject to the bankruptcy control of a third party.                   

THE TRUSTEE                                                                     

The Trustee will be U.S. Bank National Association, a national banking    
association. The Trustee will perform the functions described under "--Certain  
Matters Under the Trust Agreement--Duties of the Trustee" below. As             
compensation for its services, the Trustee will be entitled to retain any       
interest or other income earned on funds on                                     

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deposit in the Certificate Account one Business Day prior to distribution to    
Certificateholders. The Trustee will also be entitled to customary              
indemnification and reimbursement for certain expenses prior to distributions   
of any amounts to Certificateholders.                                           

ASSIGNMENT OF MORTGAGE LOANS                                                    

The Mortgage Loans will be assigned by the Depositor to the Trustee,      
together with all principal and interest received with respect to such          
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, the  
maturity date, the Servicer and the Custodian of the mortgage file, whether     
the Mortgage Loan is covered by an LPMI Policy and the applicable Prepayment    
Premium provisions, if any.                                                     

 Deutsche Bank National Trust Company will act as Custodian on behalf of the
Trustee, pursuant to the Custodial Agreement. As to each Mortgage Loan, the     
following documents are generally required to be delivered to the Custodian on  
behalf of the Trustee 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  
such 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), (3) an original assignment of the mortgage to     
the Trustee or in blank in recordable form (except as described below), (4)     
the policies of title insurance issued with respect to each Mortgage Loan and   
(5) the originals of any assumption, modification, extension or guaranty        
agreements. With respect to the Servicer, it is expected that the mortgages or  
assignments of mortgage with respect to each Mortgage 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 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.                                              

Each transfer of the Mortgage Loans from the Seller to the Depositor and  
from the Depositor to the Trustee will be intended to be a sale of the          
Mortgage Loans and will be reflected as such in the Sale and Assignment         
Agreement and the Trust Agreement, respectively. However, in the event of       
insolvency of either the Seller or the Depositor, a trustee in bankruptcy or a  
receiver or creditor of the insolvent party could attempt to recharacterize     
the sale of the Mortgage Loans by the insolvent party as a financing secured    
by a pledge of the Mortgage Loans. In the event that a court were to            
recharacterize the sale of the Mortgage Loans by either the Seller or the       
Depositor as a financing, each of the Depositor, as transferee of the Mortgage  
Loans from the Seller, and the Trustee will have a security interest in the     
Mortgage Loans transferred to it. The Trustee's security interest will be       
perfected by delivery of the mortgage notes to the Custodian on behalf of the   
Trustee.                                                                        

REPRESENTATIONS AND WARRANTIES                                                  

  The Mortgage Loans were purchased pursuant to various Sale Agreements by the
Bank directly from the various Transferors and subsequently assigned to the     
Seller, together with all rights and obligations of the Bank under the various  
Sale Agreements.                                                                

Pursuant to the terms of each Sale Agreement, each Transferor has made to 
the Seller, as direct purchaser or assignee, as of the Sale Date certain        
representations and warranties concerning the Transferred 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 by the Seller to the Depositor pursuant to the  
Sale and Assignment Agreement and, in turn, assigned by the Depositor to the    
Trustee for the benefit of holders of the Certificates pursuant to the Trust    
Agreement. In addition, each Transferor will have represented to the Seller     
(and/or the Seller will have represented to the Depositor), that (1) each       
Mortgage Loan at the time it was made complied in all material respects with    
applicable local, state and federal laws, including but not limited to all      
applicable anti-predatory and anti-abusive lending laws; (2) none of the        
Mortgage Loans constitute "high-cost" or "high-risk" loans under applicable     
anti-predatory and anti-abusive lending                                         

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laws; (3) no proceeds from any Mortgage Loan were used to finance single        
premium credit insurance policies; (4) no Mortgage Loan imposes a prepayment    
premium for a term in excess of three years in the case of Pool 2; and (5) the  
Seller has no reason to believe that any borrower will default under the        
related Mortgage Loan (or that foreclosure will be commenced) within six        
months following the Closing Date. Within the period of time specified in the   
Trust Agreement following the discovery of a breach of any representation or    
warranty that materially and adversely affects the value of the Mortgage Loan,  
or receipt of notice of such breach, the applicable Transferor or the Seller    
will be obligated either to (1) cure such breach, (2) repurchase the affected   
Mortgage Loan from the Trust Fund for a price equal to the unpaid principal     
balance thereof plus accrued interest thereon plus any costs and damages        
incurred by the trust fund in connection with any violation of any anti-        
predatory or anti-abusive lending laws or (3) in the circumstances described    
in the prospectus under "The Agreements--Repurchase and Substitution of Non-    
Conforming Loans," substitute a Qualifying Substitute Mortgage Loan.            

 In addition, pursuant to the Sale and Assignment Agreement, with respect to
any Transferred Mortgage Loans, the Seller will make to the Depositor (and the  
Depositor will assign to the Trustee for the benefit of holders of the          
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 as described above, the Seller will be obligated in the same manner  
as the Transferor to cure such breach or repurchase the affected Mortgage Loan  
from the Trust Fund, as described above. However, the Seller will have no       
obligation to cure a breach or repurchase or replace a Transferred Mortgage     
Loan if the relevant breach constitutes a breach of a representation or         
warranty made by the related Transferor under the related Sale Agreement and    
such Transferor fails to fulfill its obligations. Notwithstanding the           
foregoing, the Seller will represent in the Sale and Assignment Agreement with  
respect to any Transferred Mortgage Loans in the event of a breach of those     
representations set forth in clauses (1) through (5) of the immediately         
preceding paragraph, the Seller will be directly obligated to cure such breach  
or repurchase or replace the affected Mortgage Loan.                            

To the extent that any Mortgage Loan as to which a representation or      
warranty has been breached is not repurchased or replaced by the applicable     
Transferor or the Seller and a Realized Loss occurs with respect to that        
Mortgage Loan, holders of the Certificates, in particular the Offered           
Subordinate Certificates and the Class B3 Certificates, may incur a loss.       

CERTAIN MATTERS UNDER THE TRUST AGREEMENT                                       

Duties of the Trustee. The Trustee will be responsible under the Trust    
Agreement for preparing certain investor reports, including the monthly         
distribution date statement to Certificateholders, providing all necessary tax  
reports to Certificateholders related to their investment, preparing and        
filing the Trust Fund's tax information returns. The Trustee will prepare the   
distribution date statements, tax returns and required reports based solely on  
information provided to the Trustee by the Master Servicer. The Trustee will    
not be required to confirm, verify or recompute any such information, but will  
be entitled to rely conclusively on such information. The Trustee will make     
the distribution date statement available each month to Certificateholders.     

The Trustee will be required to perform only those duties specifically    
required of it under the Trust Agreement unless an Event of Default has         
occurred, in which case the Trustee may take such additional actions as         
described below under "--Events of Default under the Trust Agreement." Upon     
receipt of the various certificates, statements, reports or other instruments   
required to be furnished to it, the Trustee will be required to examine them    
to determine whether they are in the form required by the Trust Agreement;      
however, the Trustee will not be responsible for the accuracy or content of     
any documents furnished to the Trustee by the Master Servicer, the Swap         
Counterparty or any other party.                                                

  The Trustee will not have any liability arising out of or in connection with
the Trust Agreement, except that the Trustee may be held liable for its own     
negligent action or failure to act, or for its own willful misconduct;          
provided, however, that the Trustee will not be personally liable with respect  
to any action taken, suffered or omitted to be taken by it in good faith in     
accordance with the direction of the Certificateholders in an Event of          
Default, and the Trustee will not be deemed to have notice of any Event of      
Default unless an officer of the Trustee has actual knowledge of the Event of   
Default or written notice of an Event of Default is received by the Trustee at  
its Corporate Trust Office. See                                                 
"--Events of Default under the Trust Agreement" below. The Trustee is not       
required to expend or risk its own funds or otherwise incur any financial       
liability in the performance of any of its duties under the Trust Agreement,    
or in the                                                                       

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exercise of any of its rights or powers, if it has reasonable grounds for       
believing that repayment of those funds or adequate indemnity against risk or   
liability is not reasonably assured to it.                                      

The Trustee will have no duties under the Trust Agreement with respect to 
any claim or notice it may receive or which may be alleged to have been         
delivered to or served upon it by the parties as a consequence of the           
assignment of any Mortgage Loan under the Trust Agreement; however, the         
Trustee will remit to the Master Servicer any claim or notice it may receive    
which is delivered to the Corporate Trust Office and which contains             
information sufficient to permit the Trustee to make a determination that the   
real property to which such document relates is a Mortgaged Property. None of   
the provisions in the Trust Agreement shall in any event require the Trustee    
to perform, or be responsible for the manner of performance of, any of the      
obligations of the Master Servicer. The Trustee will not be responsible for     
any act or omission of the Master Servicer, the Depositor or any other party.   

The Trustee will not be responsible for (a) any recording or filing of any
agreement or of any financing statement or continuation statement evidencing a  
security interest, or to see to the maintenance of any such recording or        
filing which may have been made, or the validity, priority, perfection or       
sufficiency of the security for the Certificates, (b) the payment of any        
insurance related to the Certificates or the Mortgage Loans or (c) the payment  
or discharge of any tax, assessment, or other governmental charge or any lien   
or encumbrance of any kind owing with respect to, assessed or levied against,   
any part of the Trust Fund, other than from funds available in any Trust        
Account. The Trustee is not responsible for the validity of the Trust           
Agreement, the Swap Agreement or the Certificates or the validity, priority,    
perfection or sufficiency of the security for the Certificates.                 

Events of Default Under the Trust Agreement. An Event of Default under the
Trust Agreement will generally consist of:                                      

o    any failure by the Master Servicer to furnish to the Trustee the 
        Mortgage Loan data sufficient to prepare the reports described under
     "--Reports to Certificateholders" below that continues unremedied
   for two Business Days after the giving of written notice of the
   failure to the Master Servicer by the Trustee, or to the Master
      Servicer and the Trustee by the holders of Certificates evidencing
  not less than 25% of the Class Principal Amount (or Percentage
Interest) of each class of Certificates affected thereby;   

o    after receipt of notice from the Trustee or any NIMS Insurer, any
      failure of the Master Servicer to remit to the Trustee any payment
required to be made to the Trustee for the benefit of       
        Certificateholders under the Trust Agreement, including any Advance,
on the date specified in the Trust Agreement, which failure 
        continues unremedied for a period of one Business Day after the date
  upon which notice of such failure shall have been given to the
Master Servicer by the Trustee;                             

   o    any failure by the Master Servicer duly to observe or perform in any
    material respect any other of its covenants or agreements in the
    Trust Agreement that continues unremedied for the number of days
 specified in the Trust Agreement, or if any representation or
     warranty of the Master Servicer shall prove to be incorrect as of
      the time made in any respect that materially and adversely affects
    the interests of the Certificateholders, and the circumstance or
     condition in respect of which such representation or warranty was
       incorrect shall not have been eliminated or cured within the number
      of days specified in the Trust Agreement, in either case after the
     giving of written notice of the failure to the Master Servicer by
 the Trustee, or to the Master Servicer and the Trustee by the
     holders of Certificates evidencing not less than 50% of the Class
Principal Amount (or Percentage Interest) of each class of  
Certificates affected thereby;                              

 o    certain events in insolvency, readjustment of debt, marshalling of
        assets and liabilities or similar proceedings and certain actions by
    the Master Servicer indicating its insolvency, reorganization or
      inability to pay its obligations, or any Rating Agency reducing or
      withdrawing or threatening to reduce or withdraw the rating of the
     Certificates because of the financial condition or loan servicing
capability of the Master Servicer;                          

 o    a sale or pledge of any of the rights of the Master Servicer under
      the Trust Agreement or an assignment or a delegation of the rights
    or duties of the Master Servicer under the Trust Agreement shall
      have occurred in any manner which is not permitted under the Trust
      Agreement and is without the prior written consent of the Trustee,
        any NIMS Insurer and Certificateholders evidencing not less than 50%
        of the Class Principal Amount (or Percentage Interest) of each class
of Certificates affected thereby; or                        

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  o    if the Master Servicer has notice or knows that the Servicer at any
    time is not either a Fannie Mae- or Freddie Mac-approved seller/
       servicer, and the Master Servicer has not terminated the rights and
 obligations of the servicer under the Servicing Agreement and
    replaced the Servicer with a Fannie Mae- or Freddie Mac-approved
    servicer within 60 days of the date the Master Servicer receives
that notice or acquires such knowledge.                     

  So long as an Event of Default remains unremedied under the Trust Agreement,
the Trustee may terminate the Master Servicer, whereupon the Trustee, unless a  
successor master servicer is appointed, will succeed to all responsibilities,   
duties and liabilities of the Master Servicer under the Trust Agreement and     
will be entitled to reasonable servicing compensation not to exceed the         
Servicing Fee, together with other servicing compensation in the form of        
assumption fees, late payment charges or otherwise as provided in the Trust     
Agreement. In the event that the Trustee is unwilling or unable so to act, it   
may select, or petition a court of competent jurisdiction to appoint, a         
housing and home finance institution, bank or mortgage servicing institution    
with a net worth of at least $15,000,000 to act as successor Master Servicer.   

  During the continuance of an Event of Default under the Trust Agreement, the
Trustee will have the right to take action to enforce its rights and remedies   
and to protect and enforce the rights and remedies of the Certificateholders,   
and Certificateholders evidencing not less than 25% of the Class Principal      
Amount (or Percentage Interest) of each Class of Certificates affected thereby  
may direct the time, method and place of conducting any proceeding for any      
remedy available to the Trustee or exercising any trust or power conferred      
upon the Trustee. However, the Trustee will not be under any obligation to      
pursue any remedy or to exercise any of the trusts or powers unless the         
Certificateholders have offered the Trustee reasonable security or indemnity    
against the cost, expenses and liabilities that may be incurred by the          
Trustee. Also, the Trustee may decline to follow the direction if the Trustee   
determines that the action or proceeding so directed may not lawfully be taken  
or would involve it in personal liability or be unjustly prejudicial to the     
non-assenting Certificateholders.                                               

No Certificateholder, solely by virtue of that holder's status as a       
Certificateholder, will have any right under the Trust Agreement to institute   
any proceeding with respect to the Trust Agreement, unless that                 
Certificateholder previously has given to the Trustee written notice of         
default and unless the holders of Certificates evidencing not less than 25% of  
the Class Principal Amount (or Percentage Interest) of each Class of            
Certificates affected thereby have made a written request upon the Trustee to   
institute a proceeding in its own name as Trustee thereunder, and have offered  
to the Trustee reasonable indemnity, and the Trustee for the number of days     
specified in the Trust Agreement has neglected or refused to institute such a   
proceeding.                                                                     

Expenses and Indemnities of the Trustee. The Trustee will be entitled to  
reimbursement of all reasonable expenses, disbursements and advances incurred   
or made by the Trustee in accordance with the Trust Agreement, except for       
expenses, disbursements and advances incurred by the Trustee in the routine     
administration of its duties under the Trust Agreement and except for any       
expenses arising from its negligence, bad faith or willful misconduct. The      
Trustee will also be entitled to indemnification from the Trust Fund for any    
loss, liability or expense incurred, arising out of, or in connection with,     
the acceptance or administration of the trusts created under the Trust          
Agreement or in connection with the performance of its duties under the Trust   
Agreement, the Swap Agreement, the Sale and Assignment Agreement, any Sale      
Agreement, the Servicing Agreement or the Custodial Agreement, including the    
costs and expenses of defending itself against any claim in connection with     
the exercise or performance of any of its powers or duties under the Trust      
Agreement.                                                                      

The Trustee will be entitled to reimbursement for its expenses and        
indemnification amounts as described above from the Interest Remittance Amount  
and Principal Remittance Amount, prior to distribution of any amounts to        
Certificateholders, provided that such reimbursable amounts will not exceed     
$200,000 in the aggregate per year from the Closing Date to the first           
anniversary of the Closing Date and each for each subsequent anniversary year   
thereafter. The Trustee will be entitled to reimbursement for its expenses and  
indemnification amounts in excess of $200,000 in each anniversary year from     
the aggregate of any Interest Remittance Amount remaining after application of  
any Net Swap Payment, Swap Termination Payment, Current Interest, Carryforward  
Interest and the Credit Risk Manager's Fee, as described under "Description of  
the Certificates--Distributions of Interest--Interest Payment Priorities."      

Resignation of Trustee. The Trustee may, upon written notice to the       
Depositor and the Master Servicer, resign at any time, in which event the       
Depositor will appoint a successor trustee. If no successor trustee has been    
appointed and has accepted the appointment within 30 days after the Trustee's   
notice of resignation, the resigning Trustee may petition any court of          
competent jurisdiction for appointment of a successor trustee.                  

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The Trustee may be removed at any time by the Depositor if (a) the Trustee
ceases to be eligible to continue to act as trustee under the Trust Agreement,  
(b) the Trustee becomes incapable of acting, or is adjudged bankrupt or         
insolvent, or a receiver of the Trustee is appointed, (c) a tax is imposed or   
threatened with respect to the Trust Fund by any state in which the Trustee or  
the Trust Fund held by the Trustee is located or (d) the continued use of the   
Trustee would result in a downgrading of the rating by any Rating Agency of     
any Class of Certificates. In addition, the Trustee may be removed at any time  
by holders of more than 50% of the Class Principal Amount (or Percentage        
Interest) of each Class of Certificates upon 30 days' written notice to the     
Trustee.                                                                        

Any resignation or removal of the Trustee and appointment of a successor  
trustee will not become effective until acceptance of the appointment by the    
successor trustee, whereupon the predecessor trustee will mail notice of the    
succession of the successor trustee to all Certificateholders; the expenses of  
the mailing are to be borne by the predecessor trustee. The predecessor         
trustee will be required to assign to the successor trustee its interest under  
all Mortgage Loan files, and will be required to assign and pay over to the     
successor trustee the entire Trust Fund, together with all necessary            
instruments of transfer and assignment or other documents properly executed     
necessary to effect that transfer. In addition, the Master Servicer and the     
predecessor trustee will be required to execute and deliver such other          
instruments and do such other things as may reasonably be required to vest in   
the successor trustee all such rights, powers, duties and obligations.          

 Amendment of the Trust Agreement. The Trust Agreement may be amended by the
parties to the Trust Agreement, without notice to or consent of the             
Certificateholders:                                                             

(1) to cure any ambiguity;                                                

(2) to conform to the provisions of the prospectus supplement and         
prospectus, to correct any defective provisions or to supplement any            
provision;                                                                      

(3) to add any other provisions with respect to matters or questions      
arising under the Trust Agreement; or                                           

(4) to comply with any requirements imposed by the Code;                  

 provided, that (a) no such amendment may adversely affect the status of any
REMIC and (b) any amendment under clause (3) above must not adversely affect    
in any material respect the interests of any Certificateholders. Any amendment  
pursuant to clause (3) of the preceding sentence will be deemed not to          
adversely affect in any material respect the interests of any                   
Certificateholder if the Trustee receives written confirmation from each        
Rating Agency that the amendment will not cause such Rating Agency to reduce    
its then current ratings assigned to the Certificates.                          

The Trust Agreement may also be amended by the parties to the Trust       
Agreement with the consent of the Certificateholders of not less than 66 2/3%   
of the Class Principal Amount (or Percentage Interest) of each class of         
Certificates affected thereby, for the purpose of adding any provisions to or   
changing in any manner or eliminating any of the provisions of the Trust        
Agreement or modifying in any manner the rights of Certificateholders;          
provided, however, that no amendment may reduce the amount or delay the timing  
of payments on any Certificate without the consent of the holder of such        
Certificate, or reduce the percentage required to consent to the amendment,     
without the consent of Certificateholders of 100% of the Class Principal        
Amount (or Percentage Interest) of each class of Certificates affected by the   
amendment.                                                                      

REPORTS TO CERTIFICATEHOLDERS                                                   

  The Trustee will prepare (based solely on information provided by the Master
Servicer or the Swap Counterparty) and, in the manner described under           
"Additional Information" above, will make available to each Certificateholder   
on each Distribution Date, or as soon thereafter as is practicable, a report    
setting forth the following information (on the basis of Mortgage Loan level    
information obtained from the Servicer):                                        

(1) the aggregate amount of the distribution to be made on that           
Distribution Date to each class of Certificates, to the extent applicable,      
allocable to principal on the Mortgage Loans, including Liquidation Proceeds    
and Insurance Proceeds, stating separately the amount attributable to           
scheduled and unscheduled principal payments;                                   

(2) the aggregate amount of the distribution to be made on that           
Distribution Date to each class of Certificates allocable to interest and the   
calculation thereof;                                                            

(3) the amount, if any, of any distribution to the Class P, Class X and   
Class R Certificates;                                                           

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(4) (A) the aggregate amount of any Advances required to be made by or on 
behalf of the Servicer (or the Master Servicer) with respect to that            
Distribution Date, (B) the aggregate amount of such Advances actually made,     
and (C) the amount, if any, by which (A) above exceeds (B) above;               

(5) by Mortgage Pool and in the aggregate, the total number of Mortgage   
Loans and the aggregate Scheduled Principal Balance of all the Mortgage Loans   
as of the close of business on the last day of the related Collection Period,   
after giving effect to payments allocated to principal reported under item (1)  
above;                                                                          

 (6) the Class Principal Amount of each Class of Certificates, to the extent
applicable, as of that Distribution Date after giving effect to payments        
allocated to principal reported under item (1) above, separately identifying    
any reduction of any of the foregoing Certificate Principal Amounts due to      
Applied Loss Amounts;                                                           

(7) the amount of any Prepayment Premiums distributed to the Class P      
Certificates;                                                                   

(8) by Mortgage Pool and in the aggregate, the amount of any Realized     
Losses incurred with respect to the Mortgage Loans (x) in the applicable        
Prepayment Period and (y) in the aggregate since the Cut-off Date;              

(9) the amount of the Servicing Fees, Credit Risk Manager's Fees and      
primary mortgage insurance premiums paid during the Collection Period to which  
that distribution relates;                                                      

(10) the number and aggregate Scheduled Principal Balance of Mortgage     
Loans, as reported to the Trustee by the Master Servicer, (a) remaining         
outstanding, (b) delinquent 30 to 59 days, (c) delinquent 60 to 89 days, (d)    
delinquent 90 or more days, (e) as to which foreclosure proceedings have been   
commenced, all as of the close of business on the last Business Day of the      
calendar month immediately before the month in which that Distribution Date     
occurs, (f) in bankruptcy and (g) that are REO Properties;                      

 (11) the aggregate Scheduled Principal Balance of any Mortgage Loans in any
Mortgage Pool with respect to which the related Mortgaged Property became a     
REO Property as of the close of business on the last Business Day of the        
calendar month immediately before the month in which that Distribution Date     
occurs;                                                                         

(12) with respect to substitution of Mortgage Loans in the preceding      
calendar month, the Scheduled Principal Balance of each Deleted Loan, and of    
each Qualifying Substitute Mortgage Loan;                                       

(13) the aggregate outstanding Carryforward Interest, Net Prepayment      
Interest Shortfalls, Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,    
if any, for each Class of Certificates, after giving effect to the              
distribution made on that Distribution Date;                                    

 (14) the Interest Rate applicable to that Distribution Date with respect to
each class of Certificates;                                                     

 (15) with respect to each Mortgage Pool, the Interest Remittance Amount and
the Principal Remittance Amount applicable to that Distribution Date;           

(16) if applicable, the amount of any shortfall (i.e., the difference     
between the aggregate amounts of principal and interest which                   
Certificateholders would have received if there were sufficient available       
amounts in the Certificate Account and the amounts actually distributed);       

 (17) the amount of any Overcollateralization Deficiency after giving effect
to the distributions made on that Distribution Date;                            

(18) the aggregate amount of any insurance claim payments received with   
respect to any LPMI Policy during the related Collection Period;                

(19) the level of LIBOR for that Distribution Date;                       

 (20) the amount of any Net Swap Payment to the Supplemental Interest Trust,
any Net Swap Payment to the Swap Counterparty, any Swap Termination Payment to  
the Supplemental Interest Trust and any Swap Termination Payment to the Swap    
Counterparty; and                                                               

(21) whether a Sequential Trigger Event is in effect for that Distribution
Date.                                                                           

  In addition, within 90 days after the end of each calendar year, the Trustee
will prepare and make available to any person who at any time during the        
calendar year was a Certificateholder of record, a report summarizing the       
items provided to the Certificateholders pursuant to items (1) and (2) above    
on an annual basis as may be required to enable                                 

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those Certificateholders to prepare their federal income tax returns. Such      
information shall also include the amount of OID accrued on each class of       
Certificates and information regarding the expenses of the Trust Fund           
furnished by the Master Servicer to the Trustee.                                

VOTING RIGHTS                                                                   

  At all times 98% of all voting rights will be allocated among the holders of
the Offered Certificates, the Class B3 Certificates and Class R Certificates    
as provided below. The portion of such voting rights allocated to the Offered   
Certificates and the Class B3 Certificates will be based on the fraction,       
expressed as a percentage, the numerator of which is the aggregate Class        
Principal Amount then outstanding and the denominator of which is the           
aggregate principal balance of the Mortgage Loans. The remainder of such        
percentage portion of voting rights will be allocated to the Class R            
Certificates. The holders of the Class P and Class X Certificates will each be  
allocated 1% of the voting rights. The voting rights allocation to any class    
of Certificates will be allocated among all holders of each such class in       
proportion to the outstanding Certificate Principal Amount or Percentage        
Interest of such Certificates.                                                  

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YIELD, PREPAYMENT AND WEIGHTED AVERAGE LIFE 

GENERAL                                                                         

  The yields to maturity (or to early termination) of the Offered Certificates
will be affected by the rate of principal payments (including prepayments,      
which may include amounts received by virtue of purchase, condemnation,         
insurance or foreclosure) on the Mortgage Loans and the application of excess   
interest to retire the Class Principal Amounts of the Certificates. Yields      
will also be affected by the extent to which Mortgage Loans bearing higher      
Mortgage Rates prepay at a more rapid rate than Mortgage Loans with lower       
Mortgage Rates, the amount and timing of borrower delinquencies and defaults    
resulting in Realized Losses, the purchase price for the Offered Certificates   
and other factors.                                                              

 Yields on the Senior Certificates will be affected by the rate of principal
payments on the Mortgage Loans in the related Mortgage Pool, primarily, and to  
a lesser extent (if at all) by the rate of principal payments on the Mortgage   
Loans in the unrelated Mortgage Pool. Yields on the Offered Subordinate         
Certificates and the Class B3 Certificates will be affected by the rate of      
principal payments on the Mortgage Loans in both Mortgage Pools.                

Principal prepayments may be influenced by a variety of economic,         
geographic, demographic, social, tax, legal and other factors, including the    
credit quality of the Mortgage Loans. 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 rates of 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 values of Mortgaged Properties, mortgage   
market interest rates and servicing decisions. The Mortgage Loans generally     
have due-on-sale clauses.                                                       

In addition, the rate of principal prepayments may also be influenced by  
programs offered by mortgage loan originators, servicers and brokers            
(including the Servicer and its affiliates). In particular, the Seller and its  
affiliates (including Aurora) may solicit borrowers using general and targeted  
solicitations (which may be based on mortgage loan characteristics including,   
but not limited to, interest rate, payment history or geographic location) and  
solicitations to borrowers whom the Seller or its affiliates believe may be     
considering refinancing their mortgage loans.                                   

All of the Adjustable Rate Mortgage Loans have Mortgage Rates that provide
for a fixed interest rate during the initial period from the date of            
origination, as described under "Description of the Mortgage Pools--Adjustable  
Rate Mortgage Loans," and thereafter provide for adjustments to the Mortgage    
Rates on a semi-annual basis. When such Adjustable Rate Mortgage Loans begin    
their adjustable period, increases and decreases in the Mortgage Rate on the    
Mortgage Loan will be limited by the Periodic Cap, except in the case of the    
first adjustment which will be limited by the Initial Cap, the Maximum Rate     
and the Minimum Rate, if any, and will be based on the Index in effect prior    
to the related Adjustment Date plus the applicable Gross Margin. The Index may  
not rise and fall consistently with Mortgage Rates. As a result, the Mortgage   
Rates on the Adjustable Rate Mortgage Loans at any time may not equal the       
prevailing mortgage interest rates of similar adjustable rate mortgage loans,   
and accordingly the prepayment rate may be lower or higher than would           
otherwise be anticipated. Moreover, each Adjustable Rate Mortgage Loan has a    
Maximum Rate and a Minimum Rate, which in some cases is equal to the related    
Gross Margin. Further, some borrowers who prefer the certainty provided by      
fixed rate mortgage loans may nevertheless obtain adjustable rate mortgage      
loans at a time when they regard the mortgage interest rates (and, therefore,   
the payments) on fixed rate mortgage loans as unacceptably high. These          
borrowers may be induced to refinance adjustable rate mortgage loans when the   
mortgage interest rates and monthly payments on comparable fixed rate mortgage  
loans decline to levels which these borrowers regard as acceptable, even        
though such mortgage interest rates and monthly payments may be significantly   
higher than the current mortgage interest rates and monthly payments on the     
borrower's adjustable rate mortgage loans. The ability to refinance a Mortgage  
Loan will depend on a number of factors prevailing at the time refinancing is   
desired, including, without limitation, real estate values, the borrower's      
financial situation, prevailing mortgage interest rates, the borrower's equity  
in the related Mortgaged Property, tax laws and prevailing general economic     
conditions. In addition, as discussed below, the Interest Rates on the Offered  
Certificates beginning with the Accrual Period following the first adjustment   
date may decrease, and may decrease significantly, after the Mortgage Rates on  
the Mortgage Loans begin to adjust.                                             

Approximately 75.52% of the Mortgage Loans are subject to Prepayment      
Premiums, as described under "Description of the Mortgage Pools--General"       
herein. Such Prepayment Premiums may have the effect of reducing the            

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amount or the likelihood of prepayment of the related Mortgage Loans during     
the applicable Prepayment Premium 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 purchases 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 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.                                

As described herein, approximately 7.12% of the Fixed Rate Mortgage Loans 
are Balloon Loans which will have original terms to maturity that are shorter   
than their amortization schedules, leaving final payments due on their          
maturity dates that are significantly larger than other monthly payments. The   
Balloon Loans have original terms to maturity of 15 years. The ability of a     
borrower to repay a Balloon Loan at maturity frequently will depend on the      
borrower's ability to refinance the loan. Investors should consider that they   
will bear any loss on a Balloon Loan as a result of the borrower's inability    
to refinance the loan, to the extent not covered by the applicable credit       
enhancement described herein.                                                   

As described herein, approximately 0.80%, 0.21% and 24.32% of the Mortgage
Loans do not provide for monthly payments of principal for the first two,       
three or five years, respectively, 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 the  
Interest-Only Mortgage Loans during such interest-only period. In addition,     
because no principal is due on such loans for their initial interest-only       
period, the Class Principal Amounts of the Offered Certificates will amortize   
at a slower rate during such period than would otherwise be the case.           
Thereafter, when the monthly payments on the Interest-Only Mortgage Loans are   
recalculated on the basis of a twenty-eight, twenty-seven, twenty-five or ten   
year level payment amortization schedule, as applicable, principal payments on  
the Offered Certificates are expected to increase correspondingly, and, in any  
case, at a faster rate than if payments on the related Mortgage Loans were      
calculated on the basis of a fifteen-year or thirty-year amortization           
schedule, as applicable. Notwithstanding the foregoing, no assurance can be     
given as to any prepayment rate on the Interest-Only Mortgage Loans.            

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         
Mortgaged 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 purchases of 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.                                                                          

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The yields on the Offered Certificates may be adversely affected by Net   
Prepayment Interest Shortfalls on the Mortgage Loans. The yields on the         
Offered Certificates and the Class B3 Certificates may also be adversely        
affected by reductions in the Mortgage Rates under the Relief Act or similar    
state or local laws.                                                            

The yields on the Offered Certificates will be affected by the level of   
LIBOR from time to time, and by the Mortgage Rates of the Mortgage Loans from   
time to time as described under "Risk Factors--Mortgage Loan Interest Rates     
May Limit Interest Rates on the Certificates."                                  

  The yields on the Offered Certificates may be adversely affected by Net Swap
Payments and Swap Termination Payments to the Swap Counterparty. Any Net Swap   
Payment or Swap Termination Payments payable to the Swap Counterparty will      
reduce amounts available for distribution to Certificateholders. If the rate    
of prepayments on the Mortgage Loans is faster than anticipated, the Scheduled  
Notional Amount on which payments due under the Swap Agreement are calculated   
may exceed the Aggregate Pool Balance, thereby increasing the relative          
proportion of interest (and possibly principal) collections on the Mortgage     
Loans that must be applied to make any Net Swap Payment to the Swap             
Counterparty and consequently, the combination of rapid rates of prepayment     
and low prevailing interest rates could adversely affect the yields on the      
Offered Certificates.                                                           

As described herein, excess interest will be applied, to the extent       
available, as an additional payment of principal on the Offered Certificates    
to maintain limited overcollateralization. The level of excess interest         
available on any Distribution Date will be influenced by, among other things:   

o The overcollateralization level of the Mortgage Loans. This means the   
extent to which interest on the Mortgage Loans is accruing on a higher
principal balance than the total Certificate Principal Amount of the  
Certificates;                                                         

o The loss experience of the Mortgage Loans. For example, excess interest 
will be reduced as a result of Realized Losses on the Mortgage Loans; 

o The value of LIBOR;                                                     

o The extent to which funds are received or paid by the Supplemental      
Interest Trust under the Swap Agreement; and                          

 o The extent to which the weighted average of the Net Mortgage Rates of the
  Mortgage Loans exceeds the weighted average of the Interest Rates of the
Offered Certificates and the Class B3 Certificates.                   

No assurances can be given as to the amount or timing of excess interest  
distributable on the Certificates.                                              

 The yields to investors on the Offered Certificates will be affected by the
exercise by the Master Servicer of its right to purchase the Mortgage Loans     
(or its failure to exercise such right), as described under "Description of     
the Certificates--Optional Purchase of the Mortgage Loans" herein, or the       
failure of the NIMS Insurer to direct the Master Servicer to exercise that      
right.                                                                          

If the purchaser of a Certificate offered at a discount from its initial  
principal amount calculates its anticipated yield to maturity (or early         
termination) based on an 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. Conversely, if the purchaser of a         
Certificate offered at a premium 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. For this purpose, prepayments of principal include not      
only voluntary prepayments made by the borrower, but repurchases of Mortgage    
Loans by the Seller due to breaches of representations and warranties.          

The Interest Rates applicable to the Offered Certificates and the Class B3
Certificates will be affected by the level of LIBOR and by the Mortgage Rates   
of the Mortgage Loans from time to time as described under "Risk Factors--      
Mortgage Loan Interest Rates May Limit Interest Rates on the Certificates."     

OVERCOLLATERALIZATION                                                           

The yields of the Offered Certificates will be affected by the application
of Monthly Excess Cashflow as described herein and by the amount of             
overcollateralization. The amount of Monthly Excess Cashflow will be affected   
by the delinquency, default and prepayment experience of the Mortgage Loans.    
There can be no assurance that overcollateralization will be maintained at the  
level described herein. In addition, because of the cross-collateralization     

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features of the Mortgage Pools as described under "Description of the           
Certificates--Distributions of Principal," payments of principal on the Senior  
Certificates may be accelerated before principal payments are applied to the    
Offered Subordinate Certificates.                                               

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 and the amount of excess    
interest applied in reduction of the Certificate Principal Amounts of the       
Offered Certificates.                                                           

Prepayments on mortgage loans are commonly measured relative to a constant
prepayment standard or model. The Prepayment Assumption model used in this      
prospectus supplement for the Mortgage Loans represents an assumed rate of      
prepayment each month relative to the then outstanding principal balance of     
the Mortgage Loans for the life of such Mortgage Loans.                         

 o A 100% Prepayment Assumption for an Adjustable Rate Mortgage Loan assumes
a constant prepayment rate of 2.00% per annum of the outstanding      
principal balance of such Adjustable Rate Mortgage Loan in the first  
   month of the life of such Adjustable Rate Mortgage Loan and an additional
  approximately 2.54545% (precisely 28/11 percent) per annum in each month
 thereafter until the eleventh month; beginning in the twelfth month and
each month thereafter until the twenty-second month, a constant       
  prepayment rate of 30.00% per annum is assumed. Beginning in the twenty-
  third month and in each month thereafter until the twenty-seventh month,
 a constant prepayment rate of 50.00% per annum is assumed. Beginning in
 the twenty-eighth month and in each month thereafter during the life of
  such Adjustable Rate Mortgage Loan, a constant prepayment rate of 35.00%
per annum is assumed.                                                 

o A 100% Prepayment Assumption for a Fixed Rate Mortgage Loan assumes a   
  constant prepayment rate of 4.00% per annum of the outstanding principal
 balance of such Fixed Rate Mortgage Loan in the first month of the life
   of such Fixed Rate Mortgage Loan and an additional approximately 1.45454%
(precisely 16/11 percent) per annum in each month thereafter until the
eleventh month; beginning in the twelfth month and in each month      
 thereafter during the life of such Fixed Rate Mortgage Loan, a constant
prepayment rate of 20.00% per annum is assumed.                       

 As used in the tables set forth on Annex C-2 to this prospectus supplement,
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; provided, however, that a 200% Prepayment Assumption assumes prepayment  
rates of the lesser of (x) 200% of the Prepayment Assumption and (y) a          
constant prepayment rate of 90% per annum. The Prepayment Assumption does not   
purport to be either a historical description of the prepayment experience of   
the 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 tables set forth on Annex C-2 to this prospectus supplement were      
prepared based on the following modeling assumptions:                           

(1) the initial Class Principal Amounts are as set forth in the table on  
page S-1 and the Interest Rates are as described herein;                        

(2) each Scheduled Payment of principal and interest is timely received on
the first day of each month commencing in August 2005;                          

(3) principal prepayments are received in full on the last day of each    
month commencing in July 2005 and there are no Net Prepayment Interest          
Shortfalls;                                                                     

(4) there are no defaults or delinquencies on the Mortgage Loans;         

(5) Distribution Dates occur on the 25th day of each month, commencing in 
August 2005;                                                                    

(6) there are no purchases or substitutions of Mortgage Loans;            

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(7) the Mortgage Rate of each Adjustable Rate Mortgage Loan is adjusted on
the next applicable Adjustment Date to equal the value of the Index set forth   
below plus the related Gross Margin, subject to any applicable Initial Cap,     
Periodic Cap, Maximum Rate or Minimum Rate;                                     

(8) the value of One-Month LIBOR is 3.46% and Six-Month LIBOR is 3.87%;   

 (9) the index for the Offered Certificates and the Class B3 Certificates is
One-Month LIBOR;                                                                

(10) none of the Mortgage Loans provide for payments of interest that     
accrue based on the daily simple interest method;                               

(11) there is no optional termination of the Trust Fund by the Master     
Servicer (except in the case of Weighted Average Life in Years With Optional    
Termination);                                                                   

(12) the Certificates are issued on July 29, 2005;                        

(13) no Prepayment Premiums are collected on the Mortgage Loans;          

(14) no Swap Termination Payment occurs; and                              

(15) the Mortgage Loans are aggregated into assumed mortgage loans having 
the characteristics set forth on Annex C-1 to this prospectus supplement.       

The actual characteristics and the performance of the Mortgage Loans will 
differ from the assumptions used in constructing the tables set forth on Annex  
C-2 hereto, 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 and Mortgage Rates 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 terms to maturity and the weighted average Mortgage Rates of  
the Mortgage Loans are as assumed. Any difference between such assumptions and  
the actual characteristics and performance of the Mortgage Loans, or the        
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 the Prepayment Assumption.                                                   

Subject to the foregoing discussion and assumptions, tables set forth on  
Annex C-2 hereto 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.                                                  

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

GENERAL                                                                         

  The Trust Agreement provides that the Trust Fund, exclusive of (i) the Basis
Risk Reserve Fund, (ii) the Swap Agreement and (iii) the Supplemental Interest  
Trust, will comprise one or more Lower Tier REMICs and a single Upper Tier      
REMIC in a tiered structure. Each of the Lower Tier REMICs and the Upper Tier   
REMIC will designate a single class of interests as the residual interest in    
that REMIC. The Class R Certificate will represent ownership of the residual    
interests in each of the REMICs. Elections will be made to treat each of the    
Lower Tier REMICs and the Upper Tier REMIC as a REMIC for federal income tax    
purposes.                                                                       

 Upon the issuance of the Offered Certificates, Tax Counsel will deliver its
opinion to the effect that, assuming compliance with the Trust Agreement, each  
of the Lower Tier REMICs and the Upper Tier REMIC will qualify as a REMIC       
within the meaning of Section 860D of the Code. In addition, Tax Counsel will   
deliver an opinion to the effect                                                

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that each of the Basis Risk Reserve Fund and the Supplemental Interest Trust    
is an "outside reserve fund" that is beneficially owned by the beneficial       
owners of the Class X Certificates.                                             

TAX TREATMENT OF THE OFFERED CERTIFICATES                                       

For federal income tax purposes, a beneficial owner of an Offered         
Certificate will be treated (i) as holding an undivided interest in a REMIC     
regular interest corresponding to that certificate and (ii) as having entered   
into a Cap Contract. The REMIC regular interest corresponding to an Offered     
Certificate will be entitled to receive interest and principal payments at the  
times and in the amounts equal to those made on the Offered Certificate to      
which it corresponds, except that (i) any Swap Termination Payment will be      
treated as being payable solely from Monthly Excess Cashflow and (ii) the       
maximum interest rate of the corresponding REMIC regular interest will equal    
the weighted average of the Net Funds Cap for each Mortgage Pool, weighted on   
the basis of the Pool Balance of each Mortgage Pool and computed for this       
purpose by limiting the Scheduled Notional Amount of the Swap Agreement to the  
Pool Balance. As a result of the foregoing, the amount of distributions on the  
REMIC regular interest corresponding to an Offered Certificate may exceed the   
actual amount of distributions on the Offered Certificate.                      

  Any amount payable on an Offered Certificate in excess of the amount payable
on the corresponding REMIC regular interest will be deemed to have been paid    
to the holder of that Offered Certificate pursuant to the Cap Contract.         
Alternatively, any amount payable on the REMIC regular interest corresponding   
to an Offered Certificate in excess of the amount payable on the Offered        
Certificate will be treated as having been received by the holder of that       
Offered Certificate and then as having been paid by such holder pursuant to     
the Cap Contract. Consequently, each beneficial owner of an Offered             
Certificate will be required to report income accruing with respect to the      
REMIC regular interest component as discussed under "Material Federal Income    
Tax Considerations--Types of Securities--REMIC Certificates Generally" in the   
prospectus. In addition, each beneficial owner of an Offered Certificate will   
be required to report net income with respect to the Cap Contract component     
and will be permitted to recognize a net deduction with respect to the Cap      
Contract component, subject to the discussion under "--The Cap Contract         
Components" below. Prospective investors should consult their own tax advisors  
regarding the consequences to them in light of their own particular             
circumstances of taxing separately the two components comprising each Offered   
Certificate.                                                                    

 ALLOCATIONS. A beneficial owner of an Offered Certificate must allocate its
purchase price for the certificate between its components--the REMIC regular    
interest component and the Cap Contract component.                              

For information reporting purposes, pursuant to the Trust Agreement, the  
Trustee will assume that the Cap Contract components will have nominal value    
or such other value as specified in the Trust Agreement. The Cap Contract is    
difficult to value, and the IRS could assert that the value of a Cap Contract   
component as of the Closing Date is greater than the value used for             
information reporting purposes. Prospective investors should consider the tax   
consequences to them if the IRS were to assert a different value for the Cap    
Contract components.                                                            

  Upon the sale, exchange, or other disposition of an Offered Certificate, the
beneficial owner of the certificate must allocate the amount realized between   
the components of the certificate based on the relative fair market values of   
those components at the time of sale and must treat the sale, exchange or       
other disposition as a sale, exchange or disposition of the REMIC regular       
interest component and the Cap Contract component. Assuming that the Offered    
Certificate is held as a "capital asset" within the meaning of Section 1221 of  
the Code, gain or loss on the disposition of an interest in the Cap Contract    
component should be capital gain or loss. For a discussion of the material      
federal income tax consequences to a beneficial owner upon the disposition of   
a REMIC regular interest, See "Material Federal Income Tax Considerations--     
Types of Securities--REMIC Certificates Generally" in the prospectus.           

 ORIGINAL ISSUE DISCOUNT. The REMIC regular interest component of an Offered
Certificate may be issued with OID. A beneficial owner of an Offered            
Certificate must include any OID with respect to such component in income as    
it accrues on a constant yield method, regardless of whether the beneficial     
owner receives currently the cash attributable to such OID. See "Material       
Federal Income Tax Considerations--Taxation of Securities Treated as Debt       
Instruments--Interest Income and OID" in the prospectus. The prepayment         
assumption that will be used in determining the accrual of any OID, market      
discount, or bond premium, if any, will be a rate equal to 100% of the          
Prepayment Assumption. See "Yield, Prepayment and Weighted Average Life--       
Weighted Average Life" above. No representation is made that the Mortgage       
Loans will prepay at such a rate or at any other rate.                          

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  THE CAP CONTRACT COMPONENTS. The portion of the overall purchase price of an
Offered Certificate attributable to the Cap Contract component must be          
amortized over the life of such certificate, taking into account the declining  
balance of the related REMIC regular interest component. Treasury regulations   
concerning notional principal contracts provide alternative methods for         
amortizing the purchase price of an interest rate cap contract. Under one       
method--the level yield constant interest method--the price paid for an         
interest rate cap is amortized over the life of the cap as though it were the   
principal amount of a loan bearing interest at a reasonable rate. Prospective   
investors are urged to consult their tax advisors concerning the methods that   
can be employed to amortize the portion of the purchase price paid for the Cap  
Contract component of an Offered Certificate.                                   

 Any payments made to a beneficial owner of an Offered Certificate in excess
of the amounts payable on the corresponding REMIC regular interest will be      
treated as having been received on such certificate pursuant to the Cap         
Contract, and such excess will be treated as a periodic payment on a notional   
principal contract. To the extent the sum of such periodic payments for any     
year exceeds that year's amortized cost of the Cap Contract component, such     
excess represents net income for that year. Conversely, to the extent that the  
amount of that year's amortized cost exceeds the sum of the periodic payments,  
such excess shall represent a net deduction for that year. In addition, any     
amounts payable on such REMIC regular interest in excess of the amount of       
payments on the Offered Certificates to which it relates will be treated as     
having been received by the beneficial owners of such Certificates and then     
paid by such owners to the Supplemental Interest Trust pursuant to the Cap      
Contract, and such excess should be treated as a payment on a notional          
principal contract that is made by the beneficial owner during the applicable   
taxable year and that is taken into account in determining the beneficial       
owner's net income or net deduction with respect to the Cap Contract for such   
taxable year. Although not clear, net income or a net deduction with respect    
to the Cap Contract should be treated as ordinary income or as an ordinary      
deduction.                                                                      

A beneficial owner's ability to recognize a net deduction with respect to 
the Cap Contract component is limited under Sections 67 and 68 of the Code in   
the case of (i) estates and trusts and (ii) individuals owning an interest in   
such component directly or through a "pass through entity" (other than in       
connection with such individual's trade or business). Pass through entities     
include partnerships, S corporations, grantor trusts and non publicly offered   
regulated investment companies, but do not include estates, nongrantor trusts,  
cooperatives, real estate investment trusts and publicly offered regulated      
investment companies. Further, such a beneficial owner will not be able to      
recognize a net deduction with respect to the Cap Contract component in         
computing the beneficial owner's alternative minimum tax liability.             

Because a beneficial owner of an Offered Certificate will be required to  
include in income the amount deemed to have been paid by such owner pursuant    
to the Cap Contract but may not be able to deduct that amount from income, a    
beneficial owner of an Offered Certificate may have income that exceeds cash    
distributions on the Offered Certificate, in any period and over the term of    
the Offered Certificate. As a result, the Offered Certificates may not be a     
suitable investment for any taxpayer whose net deduction with respect to the    
Cap Contract would be subject to the limitations described above.               

  STATUS OF THE OFFERED CERTIFICATES. The REMIC regular interest components of
Offered Certificates will be treated as assets described in Section             
7701(a)(19)(C) of the Code, and as "real estate assets" under Section           
856(c)(5)(B) of the Code, generally, in the same proportion that the assets of  
the Trust Fund, exclusive of the assets not included in any REMIC, would be so  
treated. In addition, the interest derived from the REMIC regular interest      
component of an Offered Certificate will be interest on obligations secured by  
interests in real property for purposes of section 856(c)(3) of the Code,       
subject to the same limitation in the preceding sentence. See "Material         
Federal Income Tax Considerations--Special Tax Attributes--REMIC Certificates"  
in the prospectus. The Cap Contract components of the Offered Certificates      
will not qualify, however, as an asset described in Section 7701(a)(19)(C) of   
the Code, as a real estate asset under Section 856(c)(5)(B) of the Code or as   
a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code.    
As a result, the Offered Certificates generally will not be a suitable          
investment for a REMIC.                                                         

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LEGAL INVESTMENT CONSIDERATIONS 

Because of the inclusion of Second Lien Mortgage Loans in the Trust Fund, 
the Offered Certificates will not constitute "mortgage related securities" for  
purposes of SMMEA.                                                              

Institutions whose investment activities are subject to review by certain 
regulatory authorities may be or may become subject to restrictions, which may  
be retroactively imposed by such regulatory authorities, on the investment by   
such institutions in certain mortgage related securities. In addition, several  
states have adopted or may adopt regulations that prohibit certain state        
chartered institutions from purchasing or holding similar types of securities.  

 Accordingly, investors should consult their own legal advisors to determine
whether and to what extent the Offered Certificates may be purchased by such    
investors. See "Legal Investment Considerations" in the prospectus.             

ERISA CONSIDERATIONS

Subject to the discussion relating to the Swap Agreement under "--ERISA   
Considerations with Respect to the Swap Agreement" below, the Offered           
Certificates are eligible for relief under the Exemption issued to Lehman       
Brothers Inc. (PTE 91-14 as most recently amended and restated by PTE 2002-     
41), and may be purchased by a Plan that is an "accredited investor" within     
the meaning of Rule 501(a)(1) of Regulation D of the Commission under the       
Securities Act of 1933, or by a person investing on behalf of or with plan      
assets of such Plan.                                                            

A fiduciary of a Plan should carefully review with its legal advisors     
whether the purchase or holding of Offered Certificates could give rise to a    
transaction prohibited or not otherwise permissible under ERISA or Section      
4975 of the Code and should satisfy itself that the conditions of the           
Exemption are met. See "ERISA Considerations" in the accompanying prospectus    
for a description of the requirements for relief under the Exemption.           

The rating of an Offered Certificate may change. If a class of Offered    
Certificates no longer has a rating of at least BBB- or Baa3 (the lowest        
permitted rating), Certificates of that Class will no longer be eligible for    
relief under the Exemption (although a Plan that had purchased a Certificate    
of that Class when the Class had a permitted rating would not be required by    
the Exemption to dispose of it). Consequently, an ERISA Restricted Offered      
Certificate will not be registered by the Trustee pursuant to the Trust         
Agreement unless:                                                               

   o    the transferee is not a Plan, or a person acting on behalf of a Plan
or using a Plan's assets to effect the transfer;            

  o    the purchaser is an insurance company which is purchasing the ERISA
        Restricted Offered Certificate with funds contained in an "insurance
       company general account" (as defined in Section V(e) of PTCE 95-60)
and the purchase and holding of the ERISA Restricted Offered
      Certificate are covered under Sections I and III of PTCE 95-60; or

o    the Trustee receives a satisfactory opinion of counsel that the  
       purchase and holding of the ERISA Restricted Offered Certificate by
      a Plan, or any person acting on behalf of a Plan or using a Plan's
       assets, will not result in non exempt prohibited transactions under
 Title I of ERISA and/or Section 4975 of the Code and will not
subject the Trustee, the Master Servicer, the Servicer, the 
        Depositor or the NIMS Insurer to any obligation in addition to those
undertaken in the Trust Agreement.                          

Each transfer of an ERISA Restricted Certificate which is a Book-Entry    
Certificate will be deemed to have made a representation as required above.     

ERISA CONSIDERATIONS WITH RESPECT TO THE SWAP AGREEMENT                         

For so long as the Swap Agreement entitles the holder of an Offered       
Certificate to receive payments under the Swap Agreement from the Supplemental  
Interest Trust, any person purchasing an Offered Certificate otherwise          
eligible for purchase by Plans under the Exemption will be deemed to have       
acquired for purposes of ERISA and Section 4975 of the Code the right to        
receive such Offered Certificate without the right to receive payments from     
the Supplemental Interest Trust, together with the right to receive such        
payments. The Exemption may not apply to the acquisition, holding or resale of  
the right to receive payments from the Supplemental Interest Trust by a Plan.   
The right to receive such payments could also result in a prohibited            
transaction if the Swap Counterparty or the Class X Certificateholder is a      
party in interest with respect to such Plan, unless another administrative      
exemption is available.                                                         

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Accordingly, no Plan or other person using assets of a Plan may acquire or
hold an Offered Certificate otherwise eligible for the Exemption prior to the   
termination of the Swap Agreement unless such acquisition or holding is         
eligible for the exemptive relief available under Department of Labor           
Prohibited Transaction Class Exemption 84-14 (for transactions by independent   
"qualified professional asset managers"), 91-38 (for transactions by bank       
collective investment funds), 90-1 (for transactions by insurance company       
pooled separate accounts), 95-60 (for transactions by insurance company         
general accounts) or 96-23 (for transactions effected by "in-house asset        
managers"). Plan fiduciaries should consult their legal counsel concerning      
this issue. Each beneficial owner of an Offered Certificate or any interest     
therein, shall be deemed to have represented, by virtue of its acquisition or   
holding of the Offered Certificate, or interest therein, that either (i) it is  
not a Plan or (ii) the acquisition and holding of such Certificate are          
eligible for the exemptive relief available under one of the five prohibited    
transaction class exemptions as required immediately above. It should be noted  
that as PTCE 95-60 would cover the prohibited transactions discussed herein in  
connection with the Swap Agreement, any Offered Certificate whose rating has    
fallen to below BBB- or Baa3 could be purchased by insurance company general    
accounts pursuant to such exemption.                                            

 If any Offered Certificate, or any interest therein, is acquired or held in
violation of the provisions of the preceding paragraph, the next preceding      
permitted beneficial owner will be treated as the beneficial owner of that      
Certificate, retroactive to the date of transfer to the purported beneficial    
owner. Any purported beneficial owner whose acquisition or holding of an        
Offered Certificate, or interest therein, was effected in violation of the      
provisions of the preceding paragraph shall indemnify to the extent permitted   
by law and hold harmless the Depositor, the Trustee, the Master Servicer, the   
Servicer and any the NIMS Insurer from and against any and all liabilities,     
claims, costs or expenses incurred by such parties as a result of such          
acquisition or holding.                                                         

USE OF PROCEEDS 

The net proceeds from the sale of the Certificates will be applied by the 
Depositor, or an affiliate thereof, toward the purchase of the Mortgage Loans   
and the repayment of any related financing.                                     

UNDERWRITING

 Subject to the terms and conditions set forth in the Underwriting Agreement
between the Depositor and the Underwriter, the Depositor has agreed to sell to  
the Underwriter, and the Underwriter has agreed to purchase from the            
Depositor, all of the Offered Certificates.                                     

The distribution of the Offered Certificates by the Underwriter will be   
effected in each case from time to time in one or more negotiated               
transactions, or otherwise, at varying prices to be determined, in each case,   
at the time of sale. The Underwriter may effect such transactions by selling    
the Certificates to or through dealers, and such dealers may receive from the   
Underwriter, for whom they act as agent, compensation in the form of            
underwriting discounts, concessions or commissions. The Underwriter and any     
dealers that participate with the Underwriter in the distribution of the        
Certificates may be deemed to be an underwriter, and any discounts,             
commissions or concessions received by them, and any profit on the resale of    
the Certificates purchased by them, may be deemed to be underwriting discounts  
and commissions under the Securities Act. The Underwriting Agreement provides   
that the Depositor will indemnify the Underwriter against certain civil         
liabilities, including liabilities under the Securities Act.                    

Expenses incurred by the Depositor in connection with this offering are   
expected to be approximately $880,000.                                          

 Immediately prior to the sale of the Mortgage Loans to the Trustee, certain
of the Mortgage Loans were subject to financing provided by an affiliate of     
Lehman Brothers Inc. A portion of the proceeds from the sale of the             
Certificates will be used to repay the financing.                               

Lehman Brothers Inc. has entered into an agreement with the Depositor to  
purchase the Class R Certificates and Lehman Pass-Through Securities Inc. has   
entered into an agreement with the Depositor to purchase the Class P and Class  
X Certificates, each simultaneously with the purchase of the Offered            
Certificates, subject to certain conditions.                                    

Lehman Brothers Inc. is an affiliate of the Depositor, the Seller and the 
Master Servicer.                                                                

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LEGAL MATTERS 

Certain legal matters with respect to the Certificates will be passed upon
for the Depositor and for the Underwriter by McKee Nelson LLP, Washington,      
D.C.                                                                            

RATINGS 

  It is a condition to the issuance of the Offered Certificates that they have
the applicable rating or ratings by Moody's, S&P and Fitch indicated under      
"Initial Certificate Ratings" in the table on page S-1.                         

The ratings of "AAA" and "Aaa" are the highest ratings that the applicable
rating agency assigns to securities. A securities rating is not a               
recommendation to buy, sell or hold securities and may be subject to revision   
or withdrawal at any time by the assigning rating agency. A securities rating   
addresses the likelihood of receipt by holders of Offered Certificates of       
distributions in the amount of scheduled payments on the Mortgage Loans. The    
rating takes into consideration the characteristics of the Mortgage Loans and   
the structural and legal aspects associated with the Offered Certificates. The  
ratings do not take into consideration any of the tax aspects associated with   
the Offered Certificates. The ratings on the Offered Certificates do not        
represent any assessment of the likelihood or rate of principal prepayments.    
The ratings do not address the possibility that holders of Offered              
Certificates might suffer a lower than anticipated yield due to prepayments.    

The ratings do not address the likelihood that any Basis Risk Shortfall or
Unpaid Basis Risk Shortfall will be paid to Certificateholders.                 

The security ratings assigned to the Offered Certificates should be       
evaluated independently from similar ratings on other types of securities.      

 The Depositor has not requested a rating of the Offered Certificates by any
rating agency other than those described above; there can be no assurance,      
however, as to whether any other rating agency will rate the Offered            
Certificates or, if it does, what rating would be assigned by such other        
rating agency. The rating assigned by such other rating agency to the Offered   
Certificates could be lower than the respective ratings assigned by the Rating  
Agencies described above.                                                       

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GLOSSARY OF DEFINED TERMS 

80+ LTV LOANS . . . . . . . .   First Lien Mortgage Loans having original       
                      Loan-to-Value Ratios in excess of 80%.

ABN AMRO. . . . . . . . . . .   ABN AMRO Bank N.V.                              

ACCRUAL PERIOD. . . . . . . .   For each class of Offered Certificates and the  
                           Class B3 Certificates and each Distribution
                             Date, the period beginning on the immediately
                           preceding Distribution Date (or on July 25,
                              2005, in the case of the first Accrual Period)
                           and ending on the day immediately preceding
              the related Distribution Date.

ADDITIONAL TERMINATION EVENTS   As defined in the Swap Agreement.               

ADJUSTABLE RATE MORTGAGE LOANS  Mortgage Loans for which the related mortgage   
                              note provides for adjustment of the applicable
                              Mortgage Rate, as described under "Description
                      of the Mortgage Pools--Adjustable Rate
                  Mortgage Loans" and "--The Index."

ADJUSTMENT DATE . . . . . . .   With regard to the Adjustable Rate Mortgage     
                              Loans, each date on which the related Mortgage
                             Rate is adjusted in accordance with the terms
             of the related mortgage note.

ADVANCE . . . . . . . . . . .   An advance of funds which the Servicer is       
                           generally obligated to make with respect to
                             delinquent payments of principal and interest
                         on the Mortgage Loans (other than Balloon
                             Payments), based on an interest rate adjusted
                     to the related Mortgage Rate less the
   Servicing Fee Rate.

AFFECTED PARTY. . . . . . . .   As defined in the Swap Agreement.               

AGGREGATE EXPENSE RATE. . . .   For any Mortgage Loan, the sum of the           
                     Servicing Fee Rate and the applicable
            Insurance Fee Rate (if any).

AGGREGATE OVERCOLLATERALIZATION                                                 
RELEASE AMOUNT. . . . . . .   For any Distribution Date, an amount equal to 
                      the lesser of (x) the aggregate of the
                             Principal Remittance Amount for each Mortgage
                           Pool for such Distribution Date and (y) the
                amount, if any, by which (1) the
                          Overcollateralization Amount for such date
                            (calculated for this purpose on the basis of
                            the assumption that 100% of the aggregate of
                              the Principal Remittance Amounts for such date
                           is applied in reduction of the aggregate of
                        the Certificate Principal Amounts of the
                     Offered Certificates and the Class B3
                      Certificates) exceeds (2) the Targeted
             Overcollateralization Amount.

AGGREGATE POOL BALANCE. . . .   As of any date of determination, the aggregate  
                            of the Pool Balances of Pool 1 and Pool 2 on
such date.      

AMERIQUEST. . . . . . . . . .   Ameriquest Mortgage Company.                    

APPLIED LOSS AMOUNT . . . . .   For any Distribution Date, after giving effect  
                            to all Realized Losses incurred with respect
                        to the Mortgage Loans during the related
                      Collection Period and distributions of
                        principal on such Distribution Date, the
                             amount by which the aggregate Class Principal
                          Amount of the Offered Certificates and the
                           Class B3 Certificates exceeds the Aggregate
                        Pool Balance for such Distribution Date.

ARGENT. . . . . . . . . . . .   Argent Mortgage Company, LLC.                   

ARGENT UNDERWRITING GUIDELINES  The Underwriting Guidelines established by      
Argent.         

AURORA. . . . . . . . . . . .   Aurora Loan Services LLC.                       

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B1 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1, Class M2, Class M3, Class
                              M4, Class M5, Class M6, Class M7, Class M8 and
                         Class M9 Certificates, in each case after
                      giving effect to distributions on such
                     Distribution Date, and (ii) the Class
                             Principal Amount of the Class B1 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the B1 Target Amount.

B1 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 96.80% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

B2 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1, Class M2, Class M3, Class
                           M4, Class M5, Class M6, Class M7, Class M8,
                           Class M9 and Class B1 Certificates, in each
                            case after giving effect to distributions on
                          such Distribution Date, and (ii) the Class
                             Principal Amount of the Class B2 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the B2 Target Amount.

B2 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 97.80% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

B3 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1, Class M2, Class M3, Class
                           M4, Class M5, Class M6, Class M7, Class M8,
                             Class M9, Class B1 and Class B2 Certificates,
                   in each case after giving effect to
                            distributions on such Distribution Date, and
                            (ii) the Class Principal Amount of the Class
                         B3 Certificates immediately prior to such
                           Distribution Date exceeds (y) the B3 Target
Amount.         

B3 SPREAD . . . . . . . . . .   For any Distribution Date prior to the Initial  
                              Option Termination Date, 2.500%. If the option
                     to purchase the Mortgage Loans is not
                        exercised by the Master Servicer (either
                           voluntarily or at the direction of the NIMS
                            Insurer) on the Initial Optional Termination
                   Date, then with respect to the next
                            Distribution Date and each Distribution Date
                          thereafter, the B3 Spread will increase to
3.750%.         

B3 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 99.00% and (2) the Aggregate
     Pool Balance for such

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                           Distribution Date determined as of the last
                            day of the related Collection Period and (b)
                              the amount, if any, by which (1) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                          Collection Period exceeds (2) the Targeted
             Overcollateralization Amount.

BALLOON LOANS . . . . . . . .   Any Mortgage Loan that provides for (1) equal   
                        monthly Scheduled Payments that will not
                             reduce the Scheduled Principal Balance of the
                              Mortgage Loan to zero at its maturity date and
                       (2) a larger monthly payment due at its
                           maturity date equal to the unpaid Scheduled
                             Principal Balance of that Mortgage Loan, with
 interest thereon.

BALLOON PAYMENTS. . . . . . .   Final payments on Balloon Loans due on their    
                            maturity dates that are significantly larger
            than other monthly payments.

BANK. . . . . . . . . . . . .   Lehman Brothers Bank, FSB.                      

BASIS RISK PAYMENT. . . . . .   For any Distribution Date, the sum of (1) any   
                          Basis Risk Shortfall for such Distribution
                             Date, (2) any Unpaid Basis Risk Shortfall for
                           such Distribution Date and (3) any Required
                              Reserve Fund Amount (as specified in the Trust
                          Agreement) for such Distribution Date. The
                        amount of the Basis Risk Payment for any
                             Distribution Date cannot exceed the amount of
                 Monthly Excess Cashflow otherwise
                       distributable in respect of the Class X
Certificates.   

BASIS RISK RESERVE FUND . . .   A reserve fund into which any amount of         
                             Monthly Excess Cashflow is deposited in order
                             to pay Basis Risk Shortfalls and Unpaid Basis
Risk Shortfalls.

BASIS RISK SHORTFALL. . . . .   For each Distribution Date and any class of     
                     Offered Certificates and the Class B3
                              Certificates, the amount, if any, by which the
                      amount calculated under the applicable
                          Interest Rate formula set forth herein for
                              such class exceeds the amount calculated under
                            the applicable Net Funds Cap for such class.

BBA . . . . . . . . . . . . .   The British Bankers' Association.               

BENEFICIAL OWNER. . . . . . .   Any person acquiring an interest in a Book-     
  Entry Certificate.

BOOK-ENTRY CERTIFICATES . . .   The Certificates, other than any Definitive     
Certificate.    

BUSINESS DAY. . . . . . . . .   Generally any day other than a Saturday or      
                           Sunday or a day on which banks in New York,
                        Colorado or Massachusetts (or, as to the
                            Servicer, such other states as are specified
                       in the Servicing Agreement) are closed.

CAP CONTRACT. . . . . . . . .   A limited recourse notional principal           
contract.       

CARRYFORWARD INTEREST . . . .   For any class of Offered Certificates or the    
                          Class B3 Certificates and any Distribution
                           Date, the sum of (1) the amount, if any, by
                             which (x) the sum of (A) Current Interest for
                        such class for the immediately preceding
                    Distribution Date and (B) any unpaid
                         Carryforward Interest for such class from
                           previous Distribution Dates exceeds (y) the
                            amount distributed in respect of interest on
                        such class on such immediately preceding
                          Distribution Date and (2) interest on such
                            amount for the related Accrual Period at the
         applicable Interest Rate.

CERTIFICATE ACCOUNT . . . . .   A certificate account maintained by the         
                            Trustee on behalf of the Certificateholders.

CERTIFICATE PRINCIPAL AMOUNT.   For any Offered Certificate or the Class B3     
                             Certificates as of any Distribution Date, its
                              initial Certificate Principal Amount as of the
                       Closing Date, as reduced by all amounts
                             previously distributed on that Certificate in
    respect of principal

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                           prior to such Distribution Date, and in the
                              case of any Offered Subordinate Certificate or
                            the Class B3 Certificates, as reduced by any
                        Applied Loss Amount previously allocated
                        thereto; provided, however, that on each
                       Distribution Date on which a Subsequent
                        Recovery is distributed, the Certificate
                        Principal Amount of any class of Offered
                    Subordinate Certificates or Class B3
                        Certificates whose Certificate Principal
                     Amount has previously been reduced by
                           application of Applied Loss Amounts will be
                              increased, in order of seniority, by an amount
                              (to be applied pro rata to all Certificates of
                          such class) equal to the lesser of (1) any
                   Deferred Amount for each such class
                           immediately prior to such Distribution Date
                          and (2) the total amount of any Subsequent
                              Recovery distributed on such Distribution Date
                             to Certificateholders, after application (for
                           this purpose) to any more senior classes of
Certificates.   

CERTIFICATEHOLDER . . . . . .   Any person acquiring a beneficial ownership     
            interest in any Certificate.

CERTIFICATES. . . . . . . . .   The Senior Certificates and the Subordinate     
Certificates.   

CLASS PRINCIPAL AMOUNT. . . .   For any class of Offered Certificates or the    
                           Class B3 Certificates, the aggregate of the
                    Certificate Principal Amounts of all
           certificates of that class.

CLEARSTREAM LUXEMBOURG. . . .   Clearstream Banking Luxembourg.                 

CLEARSTREAM LUXEMBOURG. . . .   Participating organizations that utilize the    
                   services of Clearstream Luxembourg.

CLOSING DATE. . . . . . . . .   July 29, 2005.                                  

CODE. . . . . . . . . . . . .   The Internal Revenue Code of 1986, as amended.  

COLLECTION ACCOUNT. . . . . .   A collection account maintained by the Master   
                       Servicer established in the name of the
              Trustee and for the benefit of
   Certificateholders.

COLLECTION PERIOD . . . . . .   For any Distribution Date, the one-month        
                         period beginning on the second day of the
                              calendar month immediately preceding the month
                          in which such Distribution Date occurs and
                             ending on the first day of the month in which
              such Distribution Date occurs.

COMBINED LOAN-TO-VALUE RATIO.   For any Mortgage Loan at any date of            
                         determination, the ratio of the principal
                            balance of such Mortgage Loan at the date of
                            determination, plus the principal balance of
                            each mortgage loan senior thereto based upon
                            the most recent information available to the
                             Seller, 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 refinancing
                           or modification, the appraised value of the
                      Mortgaged Property at the time of such
            refinancing or modification.

                    Generally, throughout the prospectus
                             supplement, references to the "Combined Loan-
                             to-Value Ratio" of a First Lien Mortgage Loan
                          will be such Mortgage Loan's Loan-to-Value
                              Ratio, while references to the "Combined Loan-
                              to-Value Ratio" of a Second Lien Mortgage Loan
                              will be such Mortgage Loan's Combined Loan-to-
Value Ratio.    

COMPENSATING INTEREST . . . .   For any applicable Distribution Date and        
                          prepayments in full or in part, the amount
                              required to be paid by the Servicer in respect
                    of any resulting Prepayment Interest
                       Shortfalls up to an amount equal to the
                           aggregate of the Servicing Fees received on
                  the Mortgage Loans serviced by it.

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CORPORATE TRUST OFFICE. . . .   For purposes of presentment and surrender of    
                      the Offered Certificates for the final
                             distribution thereon, the Trustee's corporate
                              trust office is located at One Federal Street,
                         Third Floor, Boston, Massachusetts 02110,
                             Attention: Structured Finance--SAIL 2005-HE1,
                          or such other address that the Trustee may
                            designate from time to time by notice to the
                         Certificateholders, the Depositor and the
Master Servicer.

CREDIT RISK MANAGER . . . . .   Risk Management Group, LLC, a New York limited  
  liability company.

CREDIT RISK MANAGER'S FEE . .   The fee that the Credit Risk Manager is         
                            entitled to receive calculated in accordance
                        with the Credit Risk Manager's Fee Rate.

CREDIT RISK MANAGER'S FEE RATE  The annual rate with respect to the Credit      
                      Risk Manager set forth under "Fees and
            Expenses of the Trust Fund."

CREDIT SCORES . . . . . . . .   Statistical credit scores obtained by many      
                            mortgage lenders in connection with the loan
                              application to help assess a borrower's credit
                          worthiness. Credit Scores are generated by
                              models developed by a third party and are made
                           available to lenders through three national
                          credit bureaus. The models were derived by
                       analyzing data on consumers in order to
                           establish patterns which are believed to be
                           indicative of the borrower's probability of
                       default. The Credit Score is based on a
                             borrower's historical credit data, including,
                    among other things, payment history,
                    delinquencies on accounts, levels of
                          outstanding indebtedness, length of credit
                        history, types of credit, and bankruptcy
                    experience. Credit Scores range from
                            approximately 250 to approximately 900, with
                             higher scores indicating an individual with a
                            more favorable credit history compared to an
                         individual with a lower score. However, a
                              Credit Score purports only to be a measurement
                         of the relative degree of risk a borrower
                             represents to a lender, i.e., that a borrower
                             with a higher score is statistically expected
                              to be less likely to default in payment than a
                            borrower with a lower score. In addition, it
                       should be noted that Credit Scores were
                        developed to indicate a level of default
                              probability over a two-year period, which does
                              not correspond to the life of a mortgage loan.
                             Furthermore, Credit Scores were not developed
                       specifically for use in connection with
                      origination of mortgage loans, but for
                              consumer loans in general. Therefore, a Credit
                          Score does not take into consideration the
                              effect of mortgage loan characteristics on the
                             probability of repayment by the borrower. The
                              Credit Scores set forth in the tables in Annex
                     B were obtained at either the time of
                           origination of the related Mortgage Loan or
                            more recently. Neither the Depositor nor any
                            of the Originators makes any representations
                             or warranties as to the actual performance of
                             any Mortgage Loan or that a particular Credit
                             Score should be relied upon as a basis for an
                            expectation that the borrower will repay the
                     Mortgage Loan according to its terms.

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CUMULATIVE LOSS TRIGGER EVENT   A Cumulative Loss Trigger Event will have       
                         occurred if on any Distribution Date, the
                             fraction, expressed as a percentage, obtained
                       by dividing (x) the aggregate amount of
                          cumulative Realized Losses incurred on the
                            Mortgage Loans from the Cut-off Date through
                             the last day of the related Collection Period
                            by (y) the Cut-off Date Balance, exceeds the
                             following applicable percentages with respect
          to such Distribution Date:

                                                                [Download Table]

DISTRIBUTION DATE                    LOSS PERCENTAGE                              
-----------------                    ---------------                              
                                                                                  
August 2008 through                                                               
July 2009 .......................... 2.25% for the first month, plus an additional
                                     1/12th of 1.50% for each month thereafter    
August 2009 through                                                               
July 2010 .......................... 3.75% for the first month, plus an additional
                                     1/12th of 0.50% for each month thereafter    
August 2010 through                                                               
July 2011 .......................... 4.25% for the first month, plus an additional
                                     1/12th of 1.00% for each month thereafter    
August 2011 and thereafter ......... 5.25%                                        

CURRENT INTEREST. . . . . . .   For any class of Offered Certificates and the   
                          Class B3 Certificates and any Distribution
                              Date, the aggregate amount of interest accrued
                          at the applicable Interest Rate during the
                             related Accrual Period on the Class Principal
                              Amount of such class immediately prior to such
  Distribution Date.

CUSTODIAL AGREEMENT . . . . .   The custodial agreement dated as of July 1,     
                           2005 between the Trustee and the Custodian.

CUSTODIAN . . . . . . . . . .   On the Closing Date, Deutsche Bank National     
                       Trust Company or any successor thereto.

CUT-OFF DATE. . . . . . . . .   July 1, 2005.                                   

CUT-OFF DATE BALANCE. . . . .   The Scheduled Principal Balances of the         
                      Mortgage Loans as of the Cut-off Date.

DEFAULTING PARTY. . . . . . .   As defined in the Swap Agreement.               

DEFERRED AMOUNT . . . . . . .   For each Distribution Date and for each class   
                           of Offered Subordinate Certificates and the
                              Class B3 Certificates, the amount by which (x)
                     the aggregate of Applied Loss Amounts
                            previously applied in reduction of the Class
                            Principal Amount thereof exceeds (y) the sum
                          of (1) the aggregate of amounts previously
                            distributed in reimbursement thereof and (2)
                              the amount by which the Class Principal Amount
                           of such class has been increased due to any
    Subsequent Recovery.

DEFINITIVE CERTIFICATE. . . .   A physical certificate representing any         
Certificate.    

DELINQUENCY EVENT . . . . . .   A Delinquency Event will have occurred if on    
                              any Distribution Date, the Rolling Three Month
                          Delinquency Rate as of the last day of the
                             immediately preceding month equals or exceeds
                           40.00% of the Senior Enhancement Percentage
           for such Distribution Date.

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DELINQUENCY RATE. . . . . . .   For any month, the fraction, expressed as a     
                         percentage, the numerator of which is the
                              aggregate outstanding principal balance of all
                         Mortgage Loans 60 or more days delinquent
                             (including all foreclosures, bankruptcies and
                              REO Properties) as of the close of business on
                   the last day of such month, and the
                          denominator of which is the Aggregate Pool
                          Balance as of the close of business on the
       last day of such month.

DEPOSITOR . . . . . . . . . .   Structured Asset Securities Corporation.        

DESIGNATED TELERATE PAGE. . .   The Moneyline Telerate Service page 3750, or    
                            such other page as may replace page 3750, or
                             such other service as may be nominated by the
                             BBA as the information vendor for the purpose
                           of displaying the BBA's Interest Settlement
                   Rates for deposits in U.S. dollars.

DISTRESSED MORTGAGE LOAN. . .   Any Mortgage Loan which becomes more than 90    
                             days delinquent or for which the Servicer has
                       accepted a deed in lieu of foreclosure.

DISTRIBUTION DATE . . . . . .   The 25th day of each month or, if the 25th day  
                             is not a Business Day, on the next succeeding
                       Business Day, beginning in August 2005.

DTC . . . . . . . . . . . . .   The Depository Trust Company.                   

EARLY TERMINATION DATE. . . .   As defined in the applicable ISDA Master        
Agreement.      

ERISA . . . . . . . . . . . .   The Employee Retirement Income Security Act of  
 1974, as amended.

ERISA RESTRICTED OFFERED                                                        
CERTIFICATE. . . . . . . .   An Offered Certificate which does not have a 
                           rating of BBB- or above or Baa3 or above at
                      the time of its acquisition by a Plan.

EUROCLEAR . . . . . . . . . .   The Euroclear System.                           

EUROCLEAR PARTICIPANTS. . . .   Participating organizations that utilize the    
      services of Euroclear.

EVENT OF DEFAULT. . . . . . .   Any event of default under the Trust            
Agreement.      

EXEMPTION . . . . . . . . . .   The individual prohibited transaction           
                             exemption issued to Lehman Brothers Inc. (PTE
                              91-14 as most recently amended and restated by
PTE 2002-41).   

FINAL SCHEDULED DISTRIBUTION                                                    
DATE. . . . . . . . . . . .   The Distribution Date in July 2035.           

FINANCE AMERICA . . . . . . .   Finance America, LLC.                           

FINANCE AMERICA                                                                 
UNDERWRITING GUIDELINES . .   The Underwriting Guidelines established by    
Finance America.

FIRST LIEN MORTGAGE LOANS . .   Mortgage Loans secured by mortgages or deeds    
                        of trust or similar security instruments
                              creating a first lien on the related Mortgaged
Property.       

FITCH . . . . . . . . . . . .   Fitch Ratings.                                  

FIXED RATE MORTGAGE LOANS . .   Mortgage Loans for which the related mortgage   
                           note provides for a fixed Mortgage Rate for
                              the entire amortization term of those Mortgage
Loans.          

GENERAL UNDERWRITING                                                            
GUIDELINES. . . . . . . . .   The Underwriting Guidelines described in this 
                    prospectus supplement under "General
         Underwriting Guidelines."

GLOBAL SECURITIES . . . . . .   The globally offered Certificates.              

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GROSS MARGIN. . . . . . . . .   For Adjustable Rate Mortgage Loans, the         
                             interest rate margin specified in the related
mortgage note.  

GROUP 1 CERTIFICATES. . . . .   The Class A1, Class A2, Class A3, Class A4,     
                   Class A5 and Class A6 Certificates.

GROUP 2 CERTIFICATES. . . . .   The Class A7 and Class A8 Certificates.         

HOMEQ . . . . . . . . . . . .   HomEq Servicing Corporation.                    

INDEX . . . . . . . . . . . .   The index applicable to any Adjustable Rate     
                        Mortgage Loan, based on Six-Month LIBOR.

INITIAL CAP . . . . . . . . .   For any Adjustable Rate Mortgage Loan, a fixed  
                            percentage specified in the related mortgage
                           note beyond which the related Mortgage Rate
                              generally will not increase or decrease on the
      first Adjustment Date.

INITIAL OPTIONAL TERMINATION                                                    
DATE. . . . . . . . . . . .   The Distribution Date following the month in  
                          which the Aggregate Pool Balance initially
                             declines to less than 10% of the Cut-off Date
Balance.        

INSURANCE FEE RATE. . . . . .   The applicable annual rate with respect to      
                            each LPMI Provider set forth under "Fees and
            Expenses of the Trust Fund."

INSURANCE PREMIUM . . . . . .   For any Mortgage Loan covered by an LPMI        
                     Policy, the product of the applicable
                      Insurance Fee Rate and the outstanding
                          Scheduled Principal Balance of the related
Mortgage Loan.  

INSURANCE PROCEEDS. . . . . .   Any amounts paid by an insurer under a primary  
                              mortgage insurance policy, any standard hazard
                           insurance policy, flood insurance policy or
                          any other insurance policy relating to the
                              Mortgage Loans or related Mortgaged Properties
                             other than amounts to cover expenses incurred
                            by the Servicer in connection with procuring
                             such proceeds, applied to the restoration and
                              repair of the related Mortgaged Property or to
                       be paid to the borrower pursuant to the
           mortgage note or state law.

INTEREST RATE . . . . . . . .   For each class of Offered Certificates, the     
                      applicable annual rate described under
                             "Summary of Terms--The Certificates--Payments
                            on the Certificates--Interest Payments." For
                         the Class B3 Certificates, the applicable
                           annual rate described under "Description of
                             the Certificates--Distributions of Interest--
         Calculation of Interest."

INTEREST REMITTANCE AMOUNT. .   For any Distribution Date and any Mortgage      
                           Pool, an amount equal to (a) the sum of (1)
                             all interest collected (other than Payaheads)
                            or advanced in respect of Scheduled Payments
                           on the Mortgage Loans in such Mortgage Pool
                           during the related Collection Period by the
                            Servicer, the Master Servicer or the Trustee
                           minus (x) the Servicing Fee with respect to
                   such Mortgage Loans, (y) previously
                             unreimbursed Advances, unreimbursed servicing
                            advances and other amounts due to the Master
                          Servicer, the Servicer or the Trustee with
                            respect to the Mortgage Loans, to the extent
                           allocable to interest and (z) any Insurance
                           Premiums related to the applicable Mortgage
                              Loans in such Mortgage Pool (and certain state
                              taxes imposed on such Insurance Premiums), (2)
                              all Compensating Interest paid by the Servicer
                        with respect to such Mortgage Loans with
                             respect to the related Collection Period, (3)
                    the portion of any purchase price or
                             Substitution Amount paid with respect to such
                            Mortgage Loans during the related Collection
                            Period allocable to interest and (4) all Net
                            Liquidation Proceeds, Insurance Proceeds and
    any other recoveries

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                             collected with respect to such Mortgage Loans
                            during the related Collection Period, to the
                           extent allocable to interest, as reduced by
                       (b) the Pool Percentage of other costs,
                           expenses or liabilities reimbursable to the
                            Master Servicer, the Servicer, the Custodian
                         or (up to the specified dollar limitation
                             provided in the Trust Agreement) the Trustee.

INTEREST-ONLY MORTGAGE LOANS.   Mortgage Loans that provide for payment of      
                             interest at the related Mortgage Rate, but no
                              payment of principal, for the period specified
                          in the related mortgage note following the
                         origination of the related Mortgage Loan.

IRS . . . . . . . . . . . . .   The Internal Revenue Service.                   

ISDA MASTER AGREEMENT . . . .   The International Swaps and Derivatives         
                  Association, Inc. Master Agreement
              (Multicurrency--Cross Border).

ISSUING ENTITY. . . . . . . .   Structured Asset Investment Loan Trust 2005-    
                             HE1, a common law trust formed under the laws
         of the State of New York.

LBH . . . . . . . . . . . . .   Lehman Brothers Holdings Inc.                   

LIBOR . . . . . . . . . . . .   The London Interbank Offered Rate. Generally,   
                             references to "LIBOR" in this prospectus will
         refer to One-Month LIBOR.

LIBOR BUSINESS DAY. . . . . .   Any day on which banks in London and New York   
                       are open for conducting transactions in
              foreign currency and exchange.

LIBOR DETERMINATION DATE. . .   The second LIBOR Business Day preceding the     
                          commencement of each Accrual Period (other
               than the first Accrual Period).

LIQUIDATED MORTGAGE LOAN. . .   In general, a defaulted Mortgage Loan as to     
                          which the Servicer has determined that all
                             amounts that it expects to recover in respect
                         of such Mortgage Loan have been recovered
                             (exclusive of any possibility of a deficiency
judgment).      

LOAN-TO-VALUE RATIO . . . . .   For any Mortgage Loan at any date of            
                         determination, the ratio of the principal
                            balance of such 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
                          refinancing or modification, the appraised
                              value of the Mortgaged Property at the time of
                the refinancing or modification.

LOWER TIER REMIC. . . . . . .   Each lower tier REMIC comprising the Trust      
Fund.           

LPMI POLICY . . . . . . . . .   Each of the MGIC Policy and the RMIC Policy.    

LPMI PROVIDER . . . . . . . .   As of the Closing Date, MGIC and RMIC.          

M1 PRINCIPAL DISTRIBUTION                                                       
AMOUNT . . . . . . . . . .   For any Distribution Date on or after the    
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                            after giving effect to distributions on such
                     Distribution Date, and (ii) the Class
                             Principal Amount of the Class M1 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the M1 Target Amount.

M1 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 73.60% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
such            

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                           Distribution Date determined as of the last
                            day of the related Collection Period exceeds
                              (2) the Targeted Overcollateralization Amount.

M2 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1 Certificates, in each case
                            after giving effect to distributions on such
                     Distribution Date, and (ii) the Class
                             Principal Amount of the Class M2 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the M2 Target Amount.

M2 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 79.20% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M3 PRINCIPAL DISTRIBUTION                                                       
AMOUNT . . . . . . . . . .   For any Distribution Date on or after the    
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                              and the Class M1 and Class M2 Certificates, in
                              each case after giving effect to distributions
                             on such Distribution Date, and (ii) the Class
                             Principal Amount of the Class M3 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the M3 Target Amount.

M3 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 82.50% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M4 PRINCIPAL DISTRIBUTION                                                       
AMOUNT . . . . . . . . . .   For any Distribution Date on or after the    
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                       and the Class M1, Class M2 and Class M3
                              Certificates, in each case after giving effect
                           to distributions on such Distribution Date,
                          and (ii) the Class Principal Amount of the
                          Class M4 Certificates immediately prior to
                         such Distribution Date exceeds (y) the M4
Target Amount.  

M4 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 85.50% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M5 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
Principal       

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                         Amount of the Senior Certificates and the
                         Class M1, Class M2, Class M3 and Class M4
                              Certificates, in each case after giving effect
                           to distributions on such Distribution Date,
                          and (ii) the Class Principal Amount of the
                          Class M5 Certificates immediately prior to
                         such Distribution Date exceeds (y) the M5
Target Amount.  

M5 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 88.40% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M6 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                              and the Class M1, Class M2, Class M3, Class M4
                             and Class M5 Certificates, in each case after
                      giving effect to distributions on such
                     Distribution Date, and (ii) the Class
                             Principal Amount of the Class M6 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the M6 Target Amount.

M6 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 90.40% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M7 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1, Class M2, Class M3, Class
                          M4, Class M5 and Class M6 Certificates, in
                              each case after giving effect to distributions
                             on such Distribution Date, and (ii) the Class
                             Principal Amount of the Class M7 Certificates
                           immediately prior to such Distribution Date
                 exceeds (y) the M7 Target Amount.

M7 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 92.40% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M8 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1, Class M2, Class M3, Class
                   M4, Class M5, Class M6 and Class M7
                              Certificates, in each case after giving effect
                           to distributions on such Distribution Date,
                          and (ii) the Class Principal Amount of the
                          Class M8 Certificates immediately prior to
                         such Distribution Date exceeds (y) the M8
Target Amount.  

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M8 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 93.60% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

M9 PRINCIPAL DISTRIBUTION                                                       
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                            Stepdown Date and as long as a Trigger Event
                     is not in effect with respect to such
                         Distribution Date, the amount, if any, by
                            which (x) the sum of (i) the aggregate Class
                           Principal Amount of the Senior Certificates
                           and the Class M1, Class M2, Class M3, Class
                             M4, Class M5, Class M6, Class M7 and Class M8
                              Certificates, in each case after giving effect
                           to distributions on such Distribution Date,
                          and (ii) the Class Principal Amount of the
                          Class M9 Certificates immediately prior to
                         such Distribution Date exceeds (y) the M9
Target Amount.  

M9 TARGET AMOUNT. . . . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 95.00% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

MASTER SERVICER . . . . . . .   Aurora, or any successor thereto.               

MASTER SERVICER REMITTANCE                                                      
DATE. . . . . . . . . . . .   The Business Day that occurs one Business Day 
                          immediately before each Distribution Date.

MAXIMUM INTEREST RATE . . . .   The Pool 1 Maximum Interest Rate, the Pool 2    
                        Maximum Interest Rate or the Subordinate
                     Maximum Interest Rate, as the context
requires.       

MAXIMUM RATE. . . . . . . . .   For any Mortgage Loan, the rate specified in    
                           the related mortgage note which the related
                Mortgage Rate will never exceed.

MGIC. . . . . . . . . . . . .   Mortgage Guaranty Insurance Corporation.        

MGIC POLICY . . . . . . . . .   The loan level primary mortgage insurance       
                              policy issued by MGIC covering certain 80+ LTV
Loans.          

MINIMUM RATE. . . . . . . . .   For any Mortgage Loan, the rate specified in    
                           the related mortgage note which the related
                      Mortgage Rate will never be less than.

MONTHLY EXCESS CASHFLOW . . .   For any Distribution Date, any Monthly Excess   
                         Interest, Aggregate Overcollateralization
                          Release Amount and any remaining Principal
                           Distribution Amount from each Mortgage Pool
           for such Distribution Date.

MONTHLY EXCESS INTEREST . . .   Any remaining Interest Remittance Amounts from  
                      clause B.(v) under "Description of the
                         Certificates--Distributions of Interest--
             Interest Payment Priorities."

MOODY'S . . . . . . . . . . .   Moody's Investors Service, Inc.                 

MORTGAGE LOANS. . . . . . . .   The conventional, adjustable and fixed rate,    
                              fully amortizing and balloon, first and second
                           lien residential mortgage loans included in
                      the Trust Fund as of the Closing Date.

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MORTGAGE POOL . . . . . . . .   Any of Pool 1 or Pool 2.                        

MORTGAGE RATE . . . . . . . .   For any Mortgage Loan, its applicable interest  
                          rate as determined in the related mortgage
                         note as reduced by any application of the
Relief Act.     

MORTGAGED PROPERTY. . . . . .   The real property securing a Mortgage Loan.     

NET FUNDS CAP . . . . . . . .   The Pool 1 Net Funds Cap, the Pool 2 Net Funds  
                            Cap or the Subordinate Net Funds Cap, as the
 context requires.

NET LIQUIDATION PROCEEDS. . .   All amounts, net of (1) unreimbursed expenses   
                           and (2) unreimbursed Advances and servicing
                             advances, received and retained in connection
                          with the liquidation of defaulted Mortgage
                        Loans, through insurance or condemnation
                      proceeds, 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.

NET MORTGAGE RATE . . . . . .   For any Mortgage Loan at any time, the          
                         Mortgage Rate thereof minus the Aggregate
Expense Rate.   

NET PREPAYMENT INTEREST                                                         
SHORTFALLS. . . . . . . . .   Any Prepayment Interest Shortfalls not funded 
by the Servicer.

NET SWAP PAYMENT. . . . . . .   The net payment required to be made one         
                            Business Day prior to each Distribution Date
                             either by (a) the Supplemental Interest Trust
                            to the Swap Counterparty, to the extent that
                          the fixed amount exceeds the corresponding
                             floating amount, or (b) the Swap Counterparty
                          to the Supplemental Interest Trust, to the
                           extent that the floating amount exceeds the
           corresponding fixed amount.

NIM SECURITIES. . . . . . . .   The net interest margin securities issued in    
     any NIMS Transaction.

NIMS INSURER. . . . . . . . .   One or more financial guaranty insurance        
                      companies insuring the NIM Securities.

NIMS TRANSACTION. . . . . . .   The placement of the Class P and Class X        
                           Certificates into a separate trust or other
                           special purpose entity which will issue NIM
                             Securities backed by all or a portion of such
Certificates.   

OFFERED CERTIFICATES. . . . .   The Senior Certificates and the Offered         
         Subordinate Certificates.

OFFERED SUBORDINATE                                                             
CERTIFICATES. . . . . . . . .  The Class M1, Class M2, Class M3, Class        
                       M4, Class M5, Class M6, Class M7, Class
                   M8, Class M9, Class B1 and Class B2
Certificates.   

OID . . . . . . . . . . . . .   Original issue discount.                        

ONE-MONTH LIBOR . . . . . . .   The average of the interbank offered rates for  
                            one-month U.S. dollar deposits in the London
market.         

ORIGINATORS . . . . . . . . .   Finance America and Argent and its affiliates.  

OVERCOLLATERALIZATION AMOUNT.   For any Distribution Date, the amount, if any,  
                           by which (x) the Aggregate Pool Balance for
                      such Distribution Date exceeds (y) the
                       aggregate Class Principal Amount of the
                     Offered Certificates and the Class B3
                   Certificates after giving effect to
                        distributions on such Distribution Date.

OVERCOLLATERALIZATION                                                           
DEFICIENCY. . . . . . . . . .  For any Distribution Date, the amount, if      
              any, by which (x) the Targeted
                        Overcollateralization Amount exceeds (y)
                         the Overcollateralization Amount for such
                      Distribution Date, calculated for this
                  purpose after giving effect to the

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                          reduction on such Distribution Date of the
                            Certificate Principal Amounts of the Offered
                          Certificates and the Class B3 Certificates
                      resulting from the distribution of the
                     Principal Distribution Amount on such
                             Distribution Date, but prior to allocation of
                            any Applied Loss Amount on such Distribution
Date.           

PARTICIPANT . . . . . . . . .   Participating organizations that utilize the    
                             services of DTC, including securities brokers
                          and dealers, banks and trust companies and
                       clearing corporations and certain other
organizations.  

PAYAHEAD. . . . . . . . . . .   Generally any Scheduled Payment intended by     
                       the related borrower to be applied in a
                              Collection Period subsequent to the Collection
                          Period in which such payment was received.

PERCENTAGE INTEREST . . . . .   For any Offered Certificate, a fraction,        
                           expressed as a percentage, the numerator of
                       which is that Certificate's Certificate
                             Principal Amount and the denominator of which
                         is the applicable Class Principal Amount.

PERIODIC CAP. . . . . . . . .   For any Adjustable Rate Mortgage Loan, the      
                         fixed percentage specified in the related
                       mortgage note above and below which the
                             related Mortgage Rate will not be adjusted on
                         any Adjustment Date, except for the first
Adjustment Date.

PLAN. . . . . . . . . . . . .   Any employee benefit plan or other retirement   
                          arrangement that is subject to ERISA or to
         Section 4975 of the Code.

POOL 1. . . . . . . . . . . .   The Mortgage Pool consisting of the Pool 1      
Mortgage Loans. 

POOL 1 MAXIMUM INTEREST RATE.   For the Group 1 Certificates and for each       
                  Distribution Date on or before the
                              Distribution Date on which the aggregate Class
                            Principal Amount of the Group 2 Certificates
                              has been reduced to zero, an annual rate equal
                              to (a) the product, expressed as a percentage,
                              of (1) the weighted average of the amounts, if
                           any, by which the maximum lifetime Mortgage
                            Rate specified in each related mortgage note
                         for the Pool 1 Mortgage Loans exceeds the
                           applicable Aggregate Expense Rate and (2) a
                              fraction, the numerator of which is 30 and the
                            denominator of which is the actual number of
                          days in the Accrual Period related to such
                        Distribution Date; plus (b) the product,
                            expressed as a percentage, of (1) the amount
                        of any Net Swap Payment owed by the Swap
                       Counterparty for such Distribution Date
                            allocable to Pool 1 (based on the applicable
                            Pool Percentage) divided by the Pool Balance
                             for Pool 1 as of the beginning of the related
                         Collection Period and (2) a fraction, the
                             numerator of which is 360 and the denominator
                            of which is the actual number of days in the
                           Accrual Period related to such Distribution
                           Date; minus (c) the product, expressed as a
                             percentage, of (1) the amount of any Net Swap
                              Payment owed to the Swap Counterparty for such
                            Distribution Date allocable to Pool 1 (based
                             on the applicable Pool Percentage) divided by
                     the Pool Balance for Pool 1 as of the
                              beginning of the related Collection Period and
                             (2) a fraction, the numerator of which is 360
                          and the denominator of which is the actual
                            number of days in the Accrual Period related
          to such Distribution Date.

POOL 1 MORTGAGE LOANS . . . .   The Mortgage Loans included in Pool 1.          

POOL 1 NET FUNDS CAP. . . . .   For each Distribution Date and the Group 1      
                           Certificates, an annual rate equal to (a) a
                        fraction, expressed as a percentage, the
                            numerator of which is the product of (1) the
                         excess, if any, of (i) the Pool 1 Optimal
                             Interest Remittance Amount for such date over
                             (ii) any Net Swap Payment or Swap Termination
                              Payment owed to the Swap Counterparty for such
                            Distribution Date allocable to Pool 1 (based
                              on the applicable Pool Percentage) and (2) 12,
                        and the denominator of which is the Pool
                             Balance for Pool 1 as of the first day of the

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                            related Collection Period (not including for
                         this purpose Mortgage Loans in Pool 1 for
                            which prepayments in full have been received
                          and distributed in the month prior to that
                       Distribution Date), multiplied by (b) a
                              fraction, the numerator of which is 30 and the
                            denominator of which is the actual number of
                          days in the Accrual Period related to such
  Distribution Date.

POOL 1 OPTIMAL INTEREST                                                         
REMITTANCE AMOUNT . . . . .   For each Distribution Date, the product of (A)
                            (x) the weighted average of the Net Mortgage
                            Rates of the Pool 1 Mortgage Loans as of the
                          first day of the related Collection Period
                              divided by (y) 12 and (B) the Pool Balance for
                         Pool 1 as of the first day of the related
                         Collection Period (not including for this
                          purpose Mortgage Loans in Pool 1 for which
                          prepayments in full have been received and
                      distributed in the month prior to that
   Distribution Date).

POOL 2. . . . . . . . . . . .   The Mortgage Pool consisting of the Pool 2      
Mortgage Loans. 

POOL 2 MAXIMUM INTEREST RATE.   For the Group 2 Certificates and for each       
                  Distribution Date on or before the
                              Distribution Date on which the aggregate Class
                            Principal Amount of the Group 1 Certificates
                              has been reduced to zero, an annual rate equal
                              to (a) the product, expressed as a percentage,
                              of (1) the weighted average of the amounts, if
                           any, by which the maximum lifetime Mortgage
                            Rate specified in each related mortgage note
                         for the Pool 2 Mortgage Loans exceeds the
                           applicable Aggregate Expense Rate and (2) a
                              fraction, the numerator of which is 30 and the
                            denominator of which is the actual number of
                          days in the Accrual Period related to such
                        Distribution Date; plus (b) the product,
                            expressed as a percentage, of (1) the amount
                        of any Net Swap Payment owed by the Swap
                       Counterparty for such Distribution Date
                            allocable to Pool 2 (based on the applicable
                            Pool Percentage) divided by the Pool Balance
                             for Pool 2 as of the beginning of the related
                         Collection Period and (2) a fraction, the
                             numerator of which is 360 and the denominator
                            of which is the actual number of days in the
                           Accrual Period related to such Distribution
                           Date; minus (c) the product, expressed as a
                             percentage, of (1) the amount of any Net Swap
                              Payment owed to the Swap Counterparty for such
                            Distribution Date allocable to Pool 2 (based
                             on the applicable Pool Percentage) divided by
                     the Pool Balance for Pool 2 as of the
                              beginning of the related Collection Period and
                             (2) a fraction, the numerator of which is 360
                          and the denominator of which is the actual
                            number of days in the Accrual Period related
          to such Distribution Date.

POOL 2 MORTGAGE LOANS . . . .   The Mortgage Loans included in Pool 2.          

POOL 2 NET FUNDS CAP. . . . .   For each Distribution Date and the Group 2      
                           Certificates, an annual rate equal to (a) a
                        fraction, expressed as a percentage, the
                            numerator of which is the product of (1) the
                         excess, if any, of (i) the Pool 2 Optimal
                             Interest Remittance Amount for such date over
                             (ii) any Net Swap Payment or Swap Termination
                              Payment owed to the Swap Counterparty for such
                            Distribution Date allocable to Pool 2 (based
                              on the applicable Pool Percentage) and (2) 12,
                        and the denominator of which is the Pool
                             Balance for Pool 2 as of the first day of the
                            related Collection Period (not including for
                         this purpose Mortgage Loans in Pool 2 for
                            which prepayments in full have been received
                          and distributed in the month prior to that
                       Distribution Date), multiplied by (b) a
                              fraction, the numerator of which is 30 and the
                            denominator of which is the actual number of
                          days in the Accrual Period related to such
  Distribution Date.

POOL 2 OPTIMAL INTEREST                                                         
REMITTANCE AMOUNT . . . . .   For each Distribution Date, the product of (A)
                            (x) the weighted average of the Net Mortgage
                            Rates of the Pool 2 Mortgage Loans as of the
first day of the

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                           related Collection Period divided by (y) 12
                             and (B) the Pool Balance for Pool 2 as of the
                          first day of the related Collection Period
                              (not including for this purpose Mortgage Loans
                            in Pool 2 for which prepayments in full have
                          been received and distributed in the month
                 prior to that Distribution Date).

POOL BALANCE. . . . . . . . .   For any Mortgage Pool as of any date of         
                             determination, the aggregate of the Scheduled
                           Principal Balances of the Mortgage Loans in
                   such Mortgage Pool as of such date.

POOL PERCENTAGE . . . . . . .   For any Mortgage Pool and any Distribution      
                            Date, a fraction, expressed as a percentage,
                              the numerator of which is the Pool Balance for
                             such Mortgage Pool for such Distribution Date
                             and the denominator of which is the Aggregate
                        Pool Balance for such Distribution Date.

POOL SUBORDINATE AMOUNT . . .   For any Mortgage Pool and any Distribution      
                             Date, the excess of the Pool Balance for such
                        Mortgage Pool as of the first day of the
                            related Collection Period over the aggregate
                     Class Principal Amount of the Group 1
                            Certificates (in the case of Pool 1) and the
                             aggregate Class Principal Amount of the Group
                       2 Certificates (in the case of Pool 2),
                             immediately prior to the related Distribution
Date.           

PREPAYMENT ASSUMPTION . . . .   The constant prepayment rate model used in      
                              this prospectus supplement, as described under
                              "Yield, Prepayment and Weighted Average Life--
       Weighted Average Life."

PREPAYMENT INTEREST EXCESS. .   For any Mortgage Loan, any excess of any        
                            interest received on that Mortgage Loan over
                              one month's interest at the Net Mortgage Rate.

PREPAYMENT INTEREST SHORTFALL   The amount by which one month's interest at     
                              the Mortgage Rate (as reduced by the Aggregate
                              Expense Rate) on a Mortgage Loan as to which a
                         voluntary prepayment has been made in the
                       month preceding the month in which such
            prepayment is distributed to
                        Certificateholders exceeds the amount of
                             interest actually received in connection with
such prepayment.

PREPAYMENT PERIOD . . . . . .   For each Distribution Date and for a principal  
                       prepayment in full, the period from the
                              sixteenth (16th) day of the preceding calendar
                             month through the fifteenth (15th) day of the
                             calendar month in which the Distribution Date
                             occurs (except in the case of the August 2005
                        Distribution Date, for which the related
                              Prepayment Period will be the period from July
                     1, 2005 to August 15, 2005). For each
                     Distribution Date and for a principal
                      prepayment in part, the calendar month
                             immediately preceding the month in which such
         Distribution Date occurs.

PREPAYMENT PREMIUM. . . . . .   A prepayment premium payable by the borrower    
                          in connection with certain full or partial
                            prepayments of principal on a Mortgage Loan.

PREPAYMENT PREMIUM PERIOD . .   The period of time specified in the related     
                      mortgage note during which the related
                       Mortgage Loan provides for payment of a
                             Prepayment Premium in connection with certain
                              voluntary, full or partial prepayments of that
Mortgage Loan.  

PRINCIPAL DISTRIBUTION                                                          
AMOUNT. . . . . . . . . . .   For each Mortgage Pool for any Distribution   
                          Date, an amount equal to (a) the Principal
                            Remittance Amount for such Mortgage Pool for
                 such date minus (b) the Aggregate
                    Overcollateralization Release Amount
                           attributable to such Mortgage Pool, if any,
           and such Distribution Date.

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PRINCIPAL REMITTANCE AMOUNT .   For each Mortgage Pool and for any              
                             Distribution Date, an amount equal to (a) the
                              sum of (1) all principal collected (other than
                              Payaheads) or advanced in respect of Scheduled
                      Payments on the Mortgage Loans in such
                           Mortgage Pool during the related Collection
                             Period by the Servicer or the Master Servicer
                             (less unreimbursed Advances due to the Master
                          Servicer, the Servicer or the Trustee with
                             respect to such Mortgage Loans, to the extent
                            allocable to principal, and any unreimbursed
                           servicing advances), (2) all prepayments in
                              full or in part received on the Mortgage Loans
                        in such Mortgage Pool during the related
                      Collection Period, (3) the outstanding
                            principal balance of each Mortgage Loan that
                            was repurchased by the Seller or the related
                        Transferor during the related Collection
                          Period or the NIMS Insurer (in the case of
                      certain Mortgage Loans 90 days or more
                            delinquent) from such Mortgage Pool, (4) the
                            principal portion of any Substitution Amount
                          paid with respect to any replaced Mortgage
                             Loan in such Mortgage Pool during the related
                            Collection Period allocable to principal and
                           (5) all Net Liquidation Proceeds, Insurance
                           Proceeds and any other recoveries collected
                          with respect to the Mortgage Loans in such
                           Mortgage Pool during the related Collection
                             Period, to the extent allocable to principal,
                          minus (b) the Pool Percentage of any other
                              costs, expenses or liabilities reimbursable to
                      the Master Servicer, the Servicer, the
                        Custodian or (up to the specified dollar
                           limitation provided in the Trust Agreement)
                        the Trustee from the Interest Remittance
                     Amount described in clause (b) of the
                     definition thereof and not reimbursed
       therefrom or otherwise.

PTCE 95-60. . . . . . . . . .   Prohibited Transaction Class Exemption 95-60.   

PTE . . . . . . . . . . . . .   A Prohibited Transaction Exemption granted by   
             the U.S. Department of Labor.

PURCHASE PRICE. . . . . . . .   An amount equal to the sum of (a) 100% of the   
                              aggregate 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 being
                      purchased (reduced, in the case of REO
                       Property, by (1) reasonably anticipated
                             disposition costs and (2) any amount by which
                           the fair market value as so reduced exceeds
                        the outstanding principal balance of the
                           related Mortgage Loan plus accrued interest
                             thereon at the applicable Mortgage Rate), (c)
                           any unreimbursed servicing advances and (d)
                           any Swap Termination Payment payable to the
                            Swap Counterparty due to the exercise of the
                        Master Servicer's option to purchase the
Mortgage Loans. 

RATE OF PAYMENT . . . . . . .   The applicable rate of payment under the Swap   
                      Agreement set forth in Annex D to this
      prospectus supplement.

RATING AGENCIES . . . . . . .   Each of Fitch, Moody's and S&P.                 

REALIZED LOSS . . . . . . . .   The excess of the outstanding principal         
                              balance of a Liquidated Mortgage Loan over the
                        related Net Liquidation Proceeds, to the
              extent allocable to principal.

RELATED SENIOR PRINCIPAL                                                        
DISTRIBUTION AMOUNT . . . .   For each Mortgage Pool and for any            
                          Distribution Date on or after the Stepdown
                              Date and for as long as a Trigger Event is not
                           in effect, an amount equal to the lesser of
                             (x) the sum of the Class Principal Amounts of
                              the Group 1 Certificates (with respect to Pool
                             1), the sum of the Class Principal Amounts of
                              the Group 2 Certificates (with respect to Pool
                          2), immediately prior to that Distribution
                          Date and (y) the product of (a) the Senior
                         Principal Distribution Amount and (b) the
                           related Senior Proportionate Percentage, in
        each case for such date.

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RELATED SENIOR PRIORITY . . .   For (a) the Group 1 Certificates and (b) the    
                     Group 2 Certificates, the priority of
                           distributions described in clause I(A)(iii)
                             and clause I(B)(iii), respectively, under the
                          heading "Description of the Certificates--
                             Distributions of Principal--Principal Payment
Priorities."    

RELEVANT DEPOSITARY . . . . .   Citibank, N.A. as depositary for Clearstream    
                             Luxembourg, and JPMorgan Chase Bank, National
                        Association as depositary for Euroclear,
individually.   

RELIEF ACT. . . . . . . . . .   The Servicemembers Civil Relief Act and         
            similar state or local laws.

RELIEF ACT REDUCTION. . . . .   Any reduction of the applicable Mortgage Rate   
                 by application of the Relief Act.

RESIDUAL CERTIFICATE. . . . .   The Class R Certificate.                        

RMIC. . . . . . . . . . . . .   Republic Mortgage Insurance Company.            

RMIC POLICY . . . . . . . . .   The loan level primary mortgage insurance       
                              policy issued by RMIC covering certain 80+ LTV
Loans.          

ROLLING THREE MONTH                                                             
DELINQUENCY RATE. . . . . .   For any Distribution Date, an amount equal to 
                             the average of the Delinquency Rates for each
                            of the three (or one and two, in the case of
                        the first and second Distribution Dates,
                           respectively) immediately preceding months.

S&P . . . . . . . . . . . . .   Standard & Poor's Ratings Services, a division  
                  of The McGraw-Hill Companies, Inc.

SALE AGREEMENTS . . . . . . .   The transfer agreements pursuant to which the   
                          Seller or the Bank purchased Mortgage Loan
              directly from the Transferors.

SALE AND ASSIGNMENT AGREEMENT   The mortgage loan sale and assignment           
                           agreement dated as of July 1, 2005, between
             the Seller and the Depositor.

SALE DATE . . . . . . . . . .   The date on which a Mortgage Loan was           
                            purchased by the Seller or the Bank pursuant
              to the related Sale Agreement.

SCHEDULED NOTIONAL AMOUNT . .   For each Distribution Date and the Swap         
                             Agreement, the amount set forth in Annex D to
                       this prospectus supplement. The initial
                 Scheduled Notional Amount will be
             approximately $1,663,646,000.

SCHEDULED PAYMENT . . . . . .   The monthly scheduled payment of interest and   
                           principal specified in the related mortgage
           note for the Mortgage Loan.

SCHEDULED PRINCIPAL BALANCE .   For any Mortgage Loan as of any date of         
                           determination, an amount generally equal to
                           its outstanding principal balance as of the
                             Cut-off Date after giving effect to Scheduled
                            Payments due on or before such date, whether
                      or not received, as reduced by (1) the
                           principal portion of all Scheduled Payments
                    due on or before the due date in the
                            Collection 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. The Scheduled Principal Balance
                              of a Liquidated Mortgage Loan will be equal to
zero.           

SECOND LIEN MORTGAGE LOANS. .   Mortgage Loans secured by mortgages or deeds    
                        of trust or similar security instruments
                     creating a junior lien on the related
   Mortgaged Property.

SECURITIES ACT. . . . . . . .   The Securities Act of 1933, as amended.         

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SELLER. . . . . . . . . . . .   Lehman Brothers Holdings Inc.                   

SENIOR CERTIFICATES . . . . .   The Class A1, Class A2, Class A3, Class A4,     
                         Class A5, Class A6, Class A7 and Class A8
Certificates.   

SENIOR ENHANCEMENT PERCENTAGE   For any Distribution Date, the fraction,        
                           expressed as a percentage, the numerator of
                       which is the sum of the aggregate Class
                           Principal Amount of the Offered Subordinate
                              Certificates and the Class B3 Certificates and
                            the Overcollateralization Amount (which, for
                              purposes of this definition only, shall not be
                            less than zero) and the denominator of which
                      is the Aggregate Pool Balance for such
                            Distribution Date, in each case after giving
                            effect to distributions on such Distribution
Date.           

SENIOR PRINCIPAL DISTRIBUTION                                                   
AMOUNT. . . . . . . . . . .   For any Distribution Date on or after the     
                          Stepdown Date and for so long as a Trigger
                              Event is not in effect, an amount equal to the
                        lesser of (x) the Principal Distribution
                          Amount for both Mortgage Pools and (y) the
                          amount, if any, by which (A) the aggregate
                    Class Principal Amount of the Senior
                      Certificates immediately prior to that
                        Distribution Date exceeds (B) the Senior
Target Amount.  

SENIOR PROPORTIONATE                                                            
PERCENTAGE  . . . . . . . .   For Pool 1 and for any Distribution Date, the 
                        fraction, expressed as a percentage, the
                              numerator of which is the Principal Remittance
                            Amount for Pool 1 for such Distribution Date
                             and the denominator of which is the aggregate
                              of the Principal Remittance Amounts for Pool 1
                      and Pool 2 for such Distribution Date.

                             For Pool 2 and for any Distribution Date, the
                        fraction, expressed as a percentage, the
                              numerator of which is the Principal Remittance
                            Amount for Pool 2 for such Distribution Date
                             and the denominator of which is the aggregate
                              of the Principal Remittance Amounts for Pool 1
                      and Pool 2 for such Distribution Date.

SENIOR TARGET AMOUNT. . . . .   For any Distribution Date, an amount equal to   
                    the lesser of (a) the product of (1)
                          approximately 63.80% and (2) the Aggregate
                       Pool Balance for such Distribution Date
                            determined as of the last day of the related
                             Collection Period and (b) the amount, if any,
                           by which (1) the Aggregate Pool Balance for
                           such Distribution Date determined as of the
                         last day of the related Collection Period
                              exceeds (2) the Targeted Overcollateralization
Amount.         

SEQUENTIAL TRIGGER EVENT. . .   A Sequential Trigger Event will have occurred   
                            if on any Distribution Date (a) prior to the
                     Distribution Date in August 2008, the
                             fraction, expressed as a percentage, obtained
                       by dividing (x) the aggregate amount of
                          cumulative Realized Losses incurred on the
                            Mortgage Loans from the Cut-off Date through
                             the last day of the related Collection Period
                              by (y) the Cut-off Date Balance, exceeds 2.25%
                           or (b) on or after the Distribution Date in
                          August 2008, a Trigger Event is in effect.

SERVICER REMITTANCE DATE. . .   The 18th day of each month (or if the 18th day  
                          is not a Business Day, the next succeeding
Business Day).  

SERVICER. . . . . . . . . . .   On the Closing Date, HomEq.                     

SERVICING ACCOUNT . . . . . .   A custodial account maintained by the Servicer  
                              established in the name of the Trustee and for
                  the benefit of Certificateholders.

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SERVICING AGREEMENT . . . . .   The servicing agreement dated as of July 1,     
                         2005 between the Seller and the Servicer.

SERVICING FEE . . . . . . . .   For each Mortgage Loan, a monthly fee paid to   
                        the Servicer out of interest collections
                       received from the related Mortgage Loan
                           calculated at the Servicing Fee Rate on the
                              outstanding principal balance of each Mortgage
Loan.           

SERVICING FEE RATE. . . . . .   The applicable annual rate with respect to the  
                              Servicer set forth under "Fees and Expenses of
the Trust Fund."

SIX-MONTH LIBOR . . . . . . .   The average of the interbank offered rates for  
                            six-month U.S. dollar deposits in the London
                             market, calculated as provided in the related
mortgage note.  

SIX-MONTH LIBOR                                                                 
MORTGAGE LOANS. . . . . . .   Adjustable Rate Mortgage Loans providing for  
                              semi-annual adjustment of the related Mortgage
              Rate based on Six-Month LIBOR.

SMMEA . . . . . . . . . . . .   The Secondary Mortgage Market Enhancement Act   
    of 1984, as amended.

SPONSOR . . . . . . . . . . .   Lehman Brothers Holdings Inc.                   

STEPDOWN DATE . . . . . . . .   The later to occur of (x) the Distribution      
                     Date in August 2008 and (y) the first
                     Distribution Date on which the Senior
                           Enhancement Percentage (calculated for this
                          purpose after giving effect to payments or
                           other recoveries in respect of the Mortgage
                           Loans during the related Collection Period,
                            but before giving effect to distributions on
                              any Certificates on such Distribution Date) is
                              greater than or equal to approximately 36.20%.

SUBORDINATE CERTIFICATES. . .   The Class M1, Class M2, Class M3, Class M4,     
                             Class M5, Class M6, Class M7, Class M8, Class
                             M9, Class B1, Class B2, Class B3, Class X and
     Class R Certificates.

SUBORDINATE MAXIMUM                                                             
INTEREST RATE . . . . . . .   For (i) the Group 1 Certificates, for each    
                             Distribution Date after the Distribution Date
                             on which the aggregate Class Principal Amount
                            of the Group 2 Certificates has been reduced
                           to zero; (ii) the Group 2 Certificates, for
                             each Distribution Date after the Distribution
                           Date on which the aggregate Class Principal
                           Amount of the Group 1 Certificates has been
                      reduced to zero; and (iii) the Offered
                         Subordinate Certificates and the Class B3
                              Certificates, the weighted average of the Pool
                              1 Maximum Interest Rate and the Pool 2 Maximum
                         Interest Rate for such Distribution Date,
                           weighted on the basis of (i) in the case of
                              any Distribution Date on or before the date on
                             which the aggregate Class Principal Amount of
                      the Senior Certificates related to any
                           Mortgage Pool has been reduced to zero, the
                        Pool Subordinate Amount and (ii) for any
                            Distribution Date thereafter, such weighting
                            shall be on the basis of the Pool Balance of
   each Mortgage Pool.

SUBORDINATE NET FUNDS CAP . .   For any Distribution Date the weighted average  
                              of the Pool 1 Net Funds Cap and the Pool 2 Net
                            Funds Cap, weighted on the basis of the Pool
                          Subordinate Amount for each Mortgage Pool;
                           provided, however, that on any Distribution
                             Date after the Class Principal Amounts of the
                           Senior Certificates related to any Mortgage
                             Pool has been reduced to zero, such weighting
                            shall be on the basis of the Pool Balance of
   each Mortgage Pool.

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SUBORDINATE PRIORITY. . . . .   To the Class M1, Class M2, Class M3, Class M4,  
                             Class M5, Class M6, Class M7, Class M8, Class
                   M9, Class B1, Class B2 and Class B3
                          Certificates, sequentially, in that order.

SUBSEQUENT RECOVERY . . . . .   Any amount recovered with respect to a          
                             Liquidated Mortgage Loan for which a Realized
                            Loss has been incurred after liquidation and
                  disposition of such Mortgage Loan.

SUBSTITUTION AMOUNT . . . . .   Generally equal to the amount, if any, by       
                          which the Scheduled Principal Balance of a
                           Mortgage Loan required to be removed from a
                  Mortgage Pool due to a breach of a
                       representation or warranty or defective
                              documentation exceeds the principal balance of
                          the related substitute Mortgage Loan, plus
                           unpaid interest accrued thereon, any unpaid
                      Advances or servicing advances, unpaid
                             Servicing Fees (and related interest) and the
                            costs and damages incurred by the Trust Fund
                             in respect of such removed Mortgage Loan as a
                      result of violations of any applicable
                            federal, state or local predatory or abusive
                         lending law with respect to such Mortgage
Loan.           

SUPPLEMENTAL INTEREST TRUST .   A separate trust created under the Trust        
                            Agreement that will hold the Swap Agreement.

SUPPLEMENTAL INTEREST                                                           
TRUST ACCOUNT . . . . . . .   A trust account maintained on behalf of the   
                           Supplemental Interest Trust by the Trustee.

SUPPLEMENTAL INTEREST                                                           
TRUST AMOUNT. . . . . . . .   For any Distribution Date, the sum of any Net 
                             Swap Payment and any Swap Termination Payment
                        either (i) deposited in the Supplemental
                              Interest Trust as described under "Description
                     of the Certificates--Distributions of
                          Interest--Interest Payment Priorities" and
                  "Description of the Certificates--
                             Distributions of Principal--Principal Payment
                          Priorities" or (ii) received from the Swap
                              Counterparty pursuant to the terms of the Swap
                            Agreement as described under "Description of
                       the Certificates--Supplemental Interest
                     Trust--Interest Rate Swap Agreement."

SWAP AGREEMENT. . . . . . . .   The interest rate swap agreement documented     
                      pursuant to the ISDA Master Agreement,
                          together with a schedule and confirmation,
                     between the Trustee, on behalf of the
                         Supplemental Interest Trust, and the Swap
Counterparty.   

SWAP COUNTERPARTY . . . . . .   ABN AMRO, or any successor thereto.             

SWAP COUNTERPARTY TRIGGER                                                       
EVENT . . . . . . . . . . .   The occurrence of any of the following events:
                            (i) a Swap Default with respect to which the
                             Swap Counterparty is a Defaulting Party, (ii)
                             a Termination Event with respect to which the
                            Swap Counterparty is the sole Affected Party
                             or (iii) an Additional Termination Event with
                             respect to which the Swap Counterparty is the
    sole Affected Party.

SWAP DEFAULT. . . . . . . . .   The events of default under the Swap Agreement  
                           consisting of the following standard events
                under the ISDA Master Agreement:

                 o     "Failure to Pay,"

                o     "Bankruptcy" and

                            o     "Merger without Assumption,"

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                              as provided in Sections 5(a)(i), 5(a)(vii) and
                        5(a)(viii) of the ISDA Master Agreement,
respectively.   

SWAP EARLY TERMINATION. . . .   The occurrence of an Early Termination Date     
         under the Swap Agreement.

SWAP TERMINATION PAYMENT. . .   Any termination payment that either the         
                       Supplemental Interest Trust or the Swap
                         Counterparty may be liable to make to the
                      other upon any Swap Early Termination.

TARGET AMOUNT . . . . . . . .   For any Distribution Date, an amount equal to   
                     the Aggregate Pool Balance as of such
                    Distribution Date minus the Targeted
                     Overcollateralization Amount for such
  Distribution Date.

TARGETED OVERCOLLATERALIZATION                                                  
AMOUNT. . . . . . . . . . .   For any Distribution Date, an amount equal to 
                             approximately $8,621,930 (approximately 0.50%
             of the Cut-off Date Balance).

TAX COUNSEL . . . . . . . . .   McKee Nelson LLP.                               

TERMINATION EVENT . . . . . .   The events under the Swap Agreement consisting  
                          of the following standard events under the
      ISDA Master Agreement:

                             o     "Illegality" (which generally
                                          relates to changes in law causing it
                                         to become unlawful for either party
                                          to perform its obligations under the
                      Swap Agreement),

                                    o     "Tax Event" (which generally relates
                                 to either party to the Swap
                                         Agreement receiving a payment under
                                      the Swap Agreement from which an
                                          amount has been deducted or withheld
                                      for or on account of taxes), and

                              o     "Tax Event Upon Merger" (which
                                       generally relates to either party
                                     making a payment under the Swap
                                        Agreement from which an amount has
                                         been deducted or withheld for or on
                                       account of taxes resulting from a
              merger),

                              as described in Sections 5(b)(i), 5(b)(ii) and
                       5(b)(iii) of the ISDA Master Agreement,
respectively.   

TRANSFERORS . . . . . . . . .   Finance America and Ameriquest.                 

TRANSFERRED MORTGAGE LOANS. .   The Mortgage Loans purchased by the Seller or   
                           the Bank from various Transferors under the
Sale Agreements.

TRIGGER EVENT . . . . . . . .   A Trigger Event will have occurred if on any    
                             Distribution Date, either a Delinquency Event
                        or a Cumulative Loss Trigger Event is in
                  effect for such Distribution Date.

TRUST ACCOUNTS. . . . . . . .   The Certificate Account, the Collection         
                   Account, the Servicing Account, the
                           Supplemental Interest Trust Account and the
        Basis Risk Reserve Fund.

TRUST AGREEMENT . . . . . . .   The trust agreement dated as of July 1, 2005,   
                             among the Depositor, the Master Servicer, the
                    Credit Risk Manager and the Trustee.

TRUST FUND. . . . . . . . . .   The trust fund created pursuant to the Trust    
                        Agreement, consisting primarily of those
                             assets set forth in the first paragraph under
                              the heading "Description of the Certificates--
General."       

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TRUSTEE . . . . . . . . . . .   U.S. Bank National Association in its capacity  
                            as trustee under the Trust Agreement, or any
  successor thereto.

UNDERWRITER . . . . . . . . .   Lehman Brothers Inc.                            

UNDERWRITING AGREEMENT. . . .   Collectively, the underwriting agreement and    
                             the terms agreement between the Depositor and
the Underwriter.

UNDERWRITING GUIDELINES . . .   The underwriting guidelines established by      
                             each Originator, in accordance with which the
                      Mortgage Loans have been originated or
            acquired by the Originators.

UNPAID BASIS RISK SHORTFALL .   For any class of Offered Certificates or the    
                         Class B3 Certificates on any Distribution
                     Date, the aggregate of all Basis Risk
                          Shortfalls for such class remaining unpaid
                              from all previous Distribution Dates, together
                       with interest thereon at the applicable
                             Interest Rate, computed without regard to the
                          applicable Net Funds Cap, but limited to a
                           rate no greater than the applicable Maximum
Interest Rate.  

UPPER TIER REMIC. . . . . . .   The upper tier REMIC comprising the Trust       
Fund.           

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ANNEX A 
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES 

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

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

  Secondary market trading between investors holding Global Securities through
DTC will be conducted according to the rules and procedures applicable to U.S.  
corporate debt obligations and prior mortgage loan asset backed certificates    
issues.                                                                         

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

A holder that is not a United States person (as described below) of Global
Securities will be subject to U.S. withholding taxes unless such holders meet   
certain requirements and deliver appropriate U.S. tax documents to the          
securities clearing organizations or their participants.                        

INITIAL SETTLEMENT                                                              

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

Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to prior mortgage loan asset backed         
certificates issues. Investor securities custody accounts will be credited      
with their holdings against payment in same-day funds on the settlement date.   

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

SECONDARY MARKET TRADING                                                        

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

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

TRADING BETWEEN CLEARSTREAM LUXEMBOURG AND/OR EUROCLEAR PARTICIPANTS.     
Secondary market trading between Clearstream Luxembourg Participants or         
Euroclear Participants will be settled using the procedures applicable to       
conventional eurobonds in same day funds.                                       

TRADING BETWEEN DTC SELLER AND CLEARSTREAM LUXEMBOURG OR EUROCLEAR        
PURCHASER. When Global Securities are to be transferred from the account of a   
DTC Participant to the account of a Clearstream Luxembourg Participant or a     
Euroclear Participant, the purchaser will send instructions to Clearstream      
Luxembourg or Euroclear through a Clearstream Luxembourg Participant or         
Euroclear Participant at least one business day prior to settlement.            
Clearstream Luxembourg or Euroclear will instruct the respective Relevant       

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

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

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

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

TRADING BETWEEN CLEARSTREAM LUXEMBOURG OR EUROCLEAR SELLER AND DTC        
PURCHASER. Due to time zone differences in their favor, Clearstream Luxembourg  
Participants and Euroclear Participants may employ their customary procedures   
for transactions in which Global Securities are to be transferred by the        
respective clearing system, through the respective Relevant Depositary, to a    
DTC Participant. The seller will send instructions to Clearstream Luxembourg    
or Euroclear through a Clearstream Luxembourg Participant or Euroclear          
Participant at least one business day prior to settlement. In these cases       
Clearstream Luxembourg or Euroclear will instruct the respective Relevant       
Depositary, as appropriate, to deliver the Global Securities to the DTC         
Participant's account against payment. Payment will include interest accrued    
on the Global Securities from and including the last coupon payment to and      
excluding the settlement date on the basis of either the actual number of days  
in such accrual period and a year assumed to consist of 360 days or a 360-day   
year of twelve 30-day months as applicable to the related class of Global       
Securities. For transactions settling on the 31st of the month, payment will    
include interest accrued to and excluding the first day of the following        
month. The payment will then be reflected in the account of the Clearstream     
Luxembourg Participant or Euroclear Participant the following day, and receipt  
of the cash proceeds in the Clearstream Luxembourg Participant's or Euroclear   
Participant's account would be back-valued to the value date (which would be    
the preceding day, when settlement occurred in New York). Should the            
Clearstream Luxembourg Participant or Euroclear Participant have a line of      
credit with its respective clearing system and elect to be in debt in           
anticipation of receipt of the sale proceeds in its account, the back           
valuation will extinguish any                                                   

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overdraft incurred over that one day period. If settlement is not completed on  
the intended value date (i.e., the trade fails), receipt of the cash proceeds   
in the Clearstream Luxembourg Participant's or Euroclear Participant's account  
would instead be valued as of the actual settlement date.                       

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

 (a) borrowing through Clearstream Luxembourg or Euroclear for one day
 (until the purchase side of the day trade is reflected in their Clearstream
Luxembourg or Euroclear accounts) in accordance with the clearing system's
customary procedures;                                                     

  (b) borrowing the Global Securities in the U.S. from a DTC Participant
no later than one day prior to the settlement, which would give the Global
Securities sufficient time to be reflected in their Clearstream Luxembourg
or Euroclear account in order to settle the sale side of the trade; or    

  (c) staggering the value dates for the buy and sell sides of the trade
  so that the value date for the purchase from the DTC Participant is at least
one day prior to the value date for the sale to the Clearstream Luxembourg
or Euroclear Participant.                                                 

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS                      

A holder that is not a United States person within the meaning of Section 
7701(a)(30) of the Internal Revenue Code of 1986 holding a book entry           
certificate through Clearstream, Euroclear or DTC may be subject to U.S.        
withholding tax at a rate of 30% unless such holder provides certain            
documentation to the Trustee or to the U.S. entity required to withhold tax     
(the U.S. withholding agent) establishing an exemption from withholding. A      
holder that is not a United States person may be subject to 30% withholding     
unless:                                                                         

I. the Trustee or the U.S. withholding agent receives a statement --      

 (a) from the holder on Internal Revenue Service (IRS) Form W-8BEN (or
any successor form) that--                                                

    (i) is signed by the certificateholder under penalties of perjury,

   (ii) certifies that such owner is not a United States person, and

  (iii) provides the name and address of the certificateholder, or

  (b) from a securities clearing organization, a bank or other financial
institution that holds customer's securities in the ordinary course of its
trade or business that --                                                 

(i) is signed under penalties of perjury by an authorized     
representative of the financial institution,                        

     (ii) states that the financial institution has received an IRS Form
     W-8BEN (or any successor form) from the certificateholder or that another
financial institution acting on behalf of the certificateholder has 
received such IRS Form W-8BEN (or any successor form),              

   (iii) provides the name and address of the certificateholder, and

       (iv) attaches the IRS Form W-8BEN (or any successor form) provided by
the certificateholder;                                              

II. the holder claims an exemption or reduced rate based on a treaty and  
provides a properly executed IRS Form W-8BEN (or any successor form) to the     
Trustee or the U.S. withholding agent;                                          

 III.  the holder claims an exemption stating that the income is effectively
connected to a U.S. trade or business and provides a properly executed IRS      
Form W-8ECI (or any successor form) to the Trustee or the U.S. withholding      
agent; or                                                                       

IV.  the holder is a nonwithholding partnership and provides a properly   
executed IRS Form W-8IMY (or any successor form) with all necessary             
attachments to the Trustee or the U.S. withholding agent. Certain               

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pass through entities that have entered into agreements with the Internal       
Revenue Service (for example qualified intermediaries) may be subject to        
different documentation requirements; it is recommended that such holders       
consult with their tax advisors when purchasing the Certificates.               

A holder holding book entry certificates through Clearstream or Euroclear 
provides the forms and statements referred to above by submitting them to the   
person through which he holds an interest in the book entry certificates,       
which is the clearing agency, in the case of persons holding directly on the    
books of the clearing agency. Under certain circumstances a Form W-8BEN, if     
furnished with a taxpayer identification number (TIN), will remain in effect    
until the status of the beneficial owner changes, or a change in circumstances  
makes any information on the form incorrect. A Form W-8BEN, if furnished        
without a TIN, and a Form W-8ECI will remain in effect for a period starting    
on the date the form is signed and ending on the last day of the third          
succeeding calendar year, unless a change in circumstances makes any            
information on the form incorrect.                                              

In addition, all holders holding book entry certificates through          
Clearstream, Euroclear or DTC may be subject to backup withholding at a rate    
of up to 31% unless the holder:                                                 

 I. provides a properly executed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY
(or any successor forms) if that person is not a United States person;          

II. provides a properly executed IRS Form W-9 (or any substitute form) if 
that person is a United States person; or                                       

III. is a corporation, within the meaning of Section 7701(a) of the       
Internal Revenue Code of 1986, or otherwise establishes that it is a recipient  
exempt from United States backup withholding.                                   

This summary does not deal with all aspects of federal income tax         
withholding or backup withholding that may be relevant to investors that are    
not United States persons within the meaning of Section 7701(a)(30) of the      
Internal Revenue Code. Such investors are advised to consult their own tax      
advisors for specific tax advice concerning their holding and disposing of the  
book entry certificates.                                                        

The term "United States" person means (1) a citizen or resident of the    
United States, (2) a corporation or partnership organized in or under the laws  
of the United States or any state or the District of Columbia (other than a     
partnership that is not treated as a United States person under any applicable  
Treasury regulations), (3) an estate the income of which is includible in       
gross income for United States tax purposes, regardless of its source, (4) a    
trust if a court within the United States is able to exercise primary           
supervision over the administration of the trust and one or more United States  
persons have authority to control all substantial decisions of the trust, and   
(5) to the extent provided in regulations, certain trusts in existence on       
August 20, 1996 that are treated as United States persons prior to such date    
and that elect to continue to be treated as United States persons.              

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ANNEX B 
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS 

The following tables set forth certain information as of the Cut-off Date 
for the Pool 1 Mortgage Loans and the Pool 2 Mortgage Loans, in each case       
having the stated characteristics shown in the tables in each range. As used    
in these tables, the "non-zero weighted average" of any characteristic of the   
Mortgage Loans will not include in such weighted average those Mortgage Loans   
which do not have that characteristic (or for which that characteristic cannot  
be determined). (The sum of the amounts of the aggregate Scheduled Principal    
Balances and the percentages in the following tables may not equal the totals   
due to rounding.)                                                               

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POOL 1 MORTGAGE LOANS 

LOAN TYPE -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
  NON-INTEREST-ONLY LOAN  MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
           TYPE             LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
           -----          ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
2/28 ARM (LIBOR).........   3,820     $  688,286,020.41     45.54%      7.351%    100.00%      601     85.24% 
2/13 ARM (LIBOR).........       4            631,156.30      0.04       7.189     100.00       592     88.10  
2/18 ARM (LIBOR).........       3            280,511.23      0.02       7.314     100.00       621     93.09  
3/27 ARM (LIBOR).........     657        132,521,374.93      8.77       7.336     100.00       609     90.05  
3/12 ARM (LIBOR).........       1            110,003.87      0.01       7.875     100.00       698     88.19  
5/25 ARM (LIBOR).........      23          5,763,309.37      0.38       6.934     100.00       636     82.20  
Balloon..................     460         22,846,142.81      1.51      10.663       0.00       641     99.94  
Fixed Rate...............   1,836        287,645,434.56     19.03       7.202       0.00       626     87.75  
                            -----     -----------------     -----      ------     ------       ---     -----  
 Subtotal: ..............   6,804     $1,138,083,953.48     75.30%      7.376%     72.72%      609     86.72% 
                            =====     =================     =====      ======     ======       ===     =====  


                                           PRIMARY                                                            
  NON-INTEREST-ONLY LOAN      FULL         MORTGAGE                                                           
           TYPE           DOCUMENTATION   INSURANCE                                                           
           -----          -------------   ---------                                                           
                                                                                                              
2/28 ARM (LIBOR).........     58.80%         41.97%                                                           
2/13 ARM (LIBOR).........     54.87          89.61                                                            
2/18 ARM (LIBOR).........    100.00          40.31                                                            
3/27 ARM (LIBOR).........     53.47          63.17                                                            
3/12 ARM (LIBOR).........      0.00         100.00                                                            
5/25 ARM (LIBOR).........     83.48          47.14                                                            
Balloon..................     79.96           0.00                                                            
Fixed Rate...............     70.17          76.30                                                            
                             ------         ------                                                            
 Subtotal: ..............     61.60%         52.33%                                                           
                             ======         ======                                                            

                                                        [Enlarge/Download Table]

                                                          PERCENTAGE                                           
                                                          OF MORTGAGE                                          
                                                           LOANS BY              ADJUSTABLE  NON-ZERO          
                                           AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                           NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                           MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
 INTEREST-ONLY LOAN TYPE     LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  -----------------------  ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                               
2/28 ARM (LIBOR).........    1,112     $  368,805,079.74     24.40%      6.446%    100.00%      660     83.32% 
2/13 ARM (LIBOR).........        1            284,000.00      0.02       6.650     100.00       693     80.00  
3/27 ARM (LIBOR).........        9          2,601,704.90      0.17       6.579     100.00       652     92.83  
Fixed Rate...............        4          1,607,774.44      0.11       6.407       0.00       670     87.59  
                             -----     -----------------    ------       -----     ------       ---     -----  
 Subtotal: ..............    1,126     $  373,298,559.08     24.70%      6.447%     99.57%      660     83.40% 
                             -----     -----------------    ------       -----     ------       ---     -----  
   Total:................    7,930     $1,511,382,512.56    100.00%      7.147%     79.35%      622     85.90% 
                             =====     =================    ======       =====     ======       ===     =====  


                                            PRIMARY                                                            
                               FULL         MORTGAGE                                                           
 INTEREST-ONLY LOAN TYPE   DOCUMENTATION   INSURANCE                                                           
  -----------------------  -------------   ---------                                                           
                                                                                                               
2/28 ARM (LIBOR).........      62.23%         26.88%                                                           
2/13 ARM (LIBOR).........     100.00           0.00                                                            
3/27 ARM (LIBOR).........      63.54          85.10                                                            
Fixed Rate...............      75.26         100.00                                                            
                              ------         ------                                                            
 Subtotal: ..............      62.33%         27.58%                                                           
                              ------         ------                                                            
   Total:................      61.78%         46.22%                                                           
                              ======         ======                                                            

ORIGINAL INTEREST-ONLY TERM -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                       PERCENTAGE OF                                          
                                                       INTEREST-ONLY                                          
                                                         MORTGAGE                                             
                                                         LOANS BY               ADJUSTABLE  NON-ZERO          
                                         AGGREGATE       AGGREGATE    WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF      SCHEDULED       SCHEDULED     AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
  ORIGINAL INTEREST-ONLY  MORTGAGE       PRINCIPAL       PRINCIPAL      GROSS      LOAN      CREDIT   ORIGINAL
       TERM (MONTHS)        LOANS         BALANCE         BALANCE      COUPON   PERCENTAGE    SCORE     CLTV  
      --------------      ---------   ---------------  -------------  --------  ----------  --------  --------
                                                                                                              
24.......................      25     $  9,401,103.84       2.52%       6.697%    100.00%      644     93.19% 
36.......................       8        2,363,704.91       0.63        6.461     100.00       654     93.62  
60.......................   1,093      361,533,750.33      96.85        6.441      99.56       660     83.08  
                            -----     ---------------     ------        -----     ------       ---     -----  
 Total ..................   1,126     $373,298,559.08     100.00%       6.447%     99.57%      660     83.40% 
                            =====     ===============     ======        =====     ======       ===     =====  


                                           PRIMARY                                                            
  ORIGINAL INTEREST-ONLY      FULL         MORTGAGE                                                           
       TERM (MONTHS)      DOCUMENTATION   INSURANCE                                                           
      --------------      -------------   ---------                                                           
                                                                                                              
24.......................     57.78%        65.02%                                                            
36.......................     69.94         83.60                                                             
60.......................     62.40         26.24                                                             
                              -----         -----                                                             
 Total ..................     62.33%        27.58%                                                            
                              =====         =====                                                             

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CUT-OFF DATE SCHEDULED PRINCIPAL BALANCES -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    RANGE OF SCHEDULED    MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
   PRINCIPAL BALANCES($)    LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  ----------------------  ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
    0.01 to  50,000.00...     621     $   21,932,690.09      1.45%      9.829%    37.59%       606     89.34% 
 50,000.01 to 100,000.00.   1,780        135,205,305.01      8.95       8.096     59.94        606     86.55  
100,000.01 to 150,000.00.   1,695        210,284,795.69     13.91       7.596     70.84        610     86.41  
150,000.01 to 200,000.00.   1,068        185,543,637.75     12.28       7.329     79.69        608     85.86  
200,000.01 to 250,000.00.     737        164,636,443.32     10.89       7.129     81.53        617     85.92  
250,000.01 to 300,000.00.     543        148,723,583.01      9.84       7.001     82.16        625     85.82  
300,000.01 to 350,000.00.     344        111,344,932.32      7.37       6.860     79.54        626     85.99  
350,000.01 to 400,000.00.     348        130,755,622.55      8.65       6.762     82.64        635     86.14  
400,000.01 to 450,000.00.     274        116,432,424.95      7.70       6.603     85.34        639     85.67  
450,000.01 to 500,000.00.     173         82,331,834.87      5.45       6.652     93.17        630     84.99  
500,000.01 to 550,000.00.     119         62,719,990.83      4.15       6.618     89.97        642     86.39  
550,000.01 to 600,000.00.     118         67,889,194.67      4.49       6.447     91.48        641     84.64  
600,000.01 to 650,000.00.      57         35,726,263.50      2.36       6.761     91.22        621     84.38  
Greater than 650,000.00..      53         37,855,794.00      2.50       6.877     86.95        632     83.70  
                            -----     -----------------    ------       -----     -----        ---     -----  
 Total ..................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======       =====     =====        ===     =====  


                                           PRIMARY                                                            
    RANGE OF SCHEDULED        FULL         MORTGAGE                                                           
   PRINCIPAL BALANCES($)  DOCUMENTATION   INSURANCE                                                           
  ----------------------  -------------   ---------                                                           
                                                                                                              
    0.01 to  50,000.00...     88.14%        11.93%                                                            
 50,000.01 to 100,000.00.     75.15         36.16                                                             
100,000.01 to 150,000.00.     69.85         44.08                                                             
150,000.01 to 200,000.00.     62.65         49.78                                                             
200,000.01 to 250,000.00.     62.51         49.16                                                             
250,000.01 to 300,000.00.     51.49         50.35                                                             
300,000.01 to 350,000.00.     55.78         57.41                                                             
350,000.01 to 400,000.00.     56.93         54.42                                                             
400,000.01 to 450,000.00.     58.95         55.55                                                             
450,000.01 to 500,000.00.     59.07         45.01                                                             
500,000.01 to 550,000.00.     61.40         56.31                                                             
550,000.01 to 600,000.00.     57.51         40.68                                                             
600,000.01 to 650,000.00.     54.31         12.31                                                             
Greater than  650,000.00.     51.23          5.20                                                             
                              -----         -----                                                             
 Total ..................     61.78%        46.22%                                                            
                              =====         =====                                                             

The average Cut-off Date Scheduled Principal Balance for Mortgage Loans in      
Pool 1 is approximately $190,590. 

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MORTGAGE RATES -- POOL 1 MORTGAGE LOANS*

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
 RANGE OF MORTGAGE RATES                  AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
            ON            NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
     ADJUSTABLE RATE      MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
    MORTGAGE LOANS (%)      LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
    ------------------    ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
 Less than 5.501.........     118     $   41,104,960.80      2.72%      5.378%    100.00%      658     82.85% 
 5.501 to  6.000.........     473        143,637,469.96      9.50       5.831     100.00       648     82.10  
 6.001 to  6.500.........     767        215,598,624.92     14.26       6.324     100.00       639     83.12  
 6.501 to  7.000.........   1,042        256,381,109.67     16.96       6.810     100.00       624     84.20  
 7.001 to  7.500.........     881        184,104,889.62     12.18       7.296     100.00       612     86.74  
 7.501 to  8.000.........     944        172,863,465.32     11.44       7.791     100.00       601     87.46  
 8.001 to  8.500.........     578         85,989,751.83      5.69       8.294     100.00       596     88.39  
 8.501 to  9.000.........     435         58,213,055.08      3.85       8.755     100.00       593     88.50  
 9.001 to  9.500.........     216         24,257,420.56      1.60       9.261     100.00       581     88.11  
 9.501 to 10.000.........     131         12,843,703.15      0.85       9.756     100.00       570     87.04  
10.001 to 10.500.........      32          3,061,378.73      0.20      10.279     100.00       578     87.31  
10.501 to 11.000.........       9            536,911.53      0.04      10.747     100.00       586     86.76  
Greater than 11.000......       4            690,419.58      0.05      11.291     100.00       546     70.77  
                            -----     -----------------     -----      ------     ------       ---     -----  
 Subtotal: ..............   5,630     $1,199,283,160.75     79.35%      7.067%    100.00%      620     85.19% 
                            =====     =================     =====      ======     ======       ===     =====  



 RANGE OF MORTGAGE RATES                                                                                      
            ON                             PRIMARY                                                            
     ADJUSTABLE RATE          FULL         MORTGAGE                                                           
    MORTGAGE LOANS (%)    DOCUMENTATION   INSURANCE                                                           
    ------------------    -------------   ---------                                                           
                                                                                                              
 Less than 5.501.........     86.70%        36.51%                                                            
 5.501 to  6.000.........     75.44         37.18                                                             
 6.001 to  6.500.........     68.73         38.99                                                             
 6.501 to  7.000.........     59.07         41.04                                                             
 7.001 to  7.500.........     54.49         46.27                                                             
 7.501 to  8.000.........     49.15         42.48                                                             
 8.001 to  8.500.........     46.07         41.11                                                             
 8.501 to  9.000.........     43.09         31.23                                                             
 9.001 to  9.500.........     45.06         22.77                                                             
 9.501 to 10.000.........     44.37         13.87                                                             
10.001 to 10.500.........     59.89          9.53                                                             
10.501 to 11.000.........     39.43          0.00                                                             
Greater than 11.000......     22.56          0.00                                                             
                              -----         -----                                                             
 Subtotal: ..............     59.41%        39.81%                                                            
                              =====         =====                                                             

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
 RANGE OF MORTGAGE RATES                  AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
            ON            NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   FIXED RATE MORTGAGE    MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
        LOANS (%)           LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ---------         ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
 Less than 5.501.........      16     $    4,959,818.70      0.33%      5.355%     0.00%       676     87.58% 
 5.501 to  6.000.........     121         34,501,415.02      2.28       5.828      0.00        655     86.62  
 6.001 to  6.500.........     205         45,884,214.99      3.04       6.324      0.00        639     86.96  
 6.501 to  7.000.........     328         63,365,786.53      4.19       6.818      0.00        634     87.12  
 7.001 to  7.500.........     275         42,275,381.22      2.80       7.306      0.00        626     88.33  
 7.501 to  8.000.........     318         42,737,709.94      2.83       7.788      0.00        613     88.24  
 8.001 to  8.500.........     202         22,213,033.94      1.47       8.278      0.00        595     88.19  
 8.501 to  9.000.........     217         21,929,279.01      1.45       8.781      0.00        610     90.33  
 9.001 to  9.500.........      92          7,057,290.31      0.47       9.290      0.00        600     90.25  
 9.501 to 10.000.........      85          6,704,670.21      0.44       9.830      0.00        619     92.88  
10.001 to 10.500.........      71          5,124,532.32      0.34      10.368      0.00        639     96.58  
10.501 to 11.000.........     156          7,066,406.79      0.47      10.970      0.00        624     99.72  
Greater than 11.000......     214          8,279,812.83      0.55      11.539      0.00        599     99.76  
                            -----     -----------------    ------      ------     -----        ---     -----  
 Subtotal: ..............   2,300     $  312,099,351.81     20.65%      7.452%     0.00%       627     88.64% 
                            -----     -----------------    ------      ------     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======      ======     =====        ===     =====  



 RANGE OF MORTGAGE RATES                                                                                      
            ON                             PRIMARY                                                            
   FIXED RATE MORTGAGE        FULL         MORTGAGE                                                           
        LOANS (%)         DOCUMENTATION   INSURANCE                                                           
        ---------         -------------   ---------                                                           
                                                                                                              
 Less than 5.501.........     92.86%        100.00%                                                           
 5.501 to  6.000.........     90.34          89.00                                                            
 6.001 to  6.500.........     77.60          81.52                                                            
 6.501 to  7.000.........     70.99          75.90                                                            
 7.001 to  7.500.........     65.29          76.94                                                            
 7.501 to  8.000.........     66.83          73.90                                                            
 8.001 to  8.500.........     58.87          69.01                                                            
 8.501 to  9.000.........     57.61          56.79                                                            
 9.001 to  9.500.........     61.07          63.41                                                            
 9.501 to 10.000.........     42.04          43.82                                                            
10.001 to 10.500.........     43.37           7.94                                                            
10.501 to 11.000.........     84.45           2.00                                                            
Greater than 11.000......     93.74           0.62                                                            
                              -----         ------                                                            
 Subtotal: ..............     70.91%         70.83%                                                           
                              -----         ------                                                            
   Total:................     61.78%         46.22%                                                           
                              =====         ======                                                            

The weighted average Mortgage Rate for Adjustable Rate Mortgage Loans and 
Fixed Rate Mortgage Loans in Pool 1 is
approximately 7.067% and 7.452%, respectively.
---------------                                                                 
*   Reflects the Mortgage Rates for the Mortgage Loans as of the Cut-off Date.  

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ORIGINAL TERMS TO MATURITY -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 RANGE OF ORIGINAL TERMS  NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
            TO            MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
    MATURITY (MONTHS)       LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
    -----------------     ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
 1 to 180 ...............     586     $   32,559,741.77      2.15%      9.913%     3.15%       636     95.78% 
181 to 240...............      41          5,127,986.46      0.34       7.187      5.47        633     89.15  
241 to 360...............   7,303      1,473,694,784.33     97.51       7.086     81.29        621     85.67  
                            -----     -----------------    ------       -----     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======       =====     =====        ===     =====  



 RANGE OF ORIGINAL TERMS                   PRIMARY                                                            
            TO                FULL         MORTGAGE                                                           
    MATURITY (MONTHS)     DOCUMENTATION   INSURANCE                                                           
    -----------------     -------------   ---------                                                           
                                                                                                              
 1 to 180 ...............     75.31%        14.47%                                                            
181 to 240...............     70.46         89.79                                                             
241 to 360...............     61.45         46.77                                                             
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

The weighted average original term to maturity for Mortgage Loans in Pool 1 is  
approximately 356 months. 

REMAINING TERMS TO MATURITY -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                          PERCENTAGE                                           
                                                          OF MORTGAGE                                          
                                                           LOANS BY              ADJUSTABLE  NON-ZERO          
                                           AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 RANGE OF REMAINING TERMS  NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
            TO             MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
    MATURITY (MONTHS)        LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
    -----------------      ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                               
 1 to 180 ...............      586     $   32,559,741.77      2.15%      9.913%     3.15%       636     95.78% 
181 to 240...............       41          5,127,986.46      0.34       7.187      5.47        633     89.15  
241 to 360...............    7,303      1,473,694,784.33     97.51       7.086     81.29        621     85.67  
                             -----     -----------------    ------       -----     -----        ---     -----  
   Total:................    7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                             =====     =================    ======       =====     =====        ===     =====  



 RANGE OF REMAINING TERMS                   PRIMARY                                                            
            TO                 FULL         MORTGAGE                                                           
    MATURITY (MONTHS)      DOCUMENTATION   INSURANCE                                                           
    -----------------      -------------   ---------                                                           
                                                                                                               
 1 to 180 ...............      75.31%        14.47%                                                            
181 to 240...............      70.46         89.79                                                             
241 to 360...............      61.45         46.77                                                             
                               -----         -----                                                             
   Total:................      61.78%        46.22%                                                            
                               =====         =====                                                             

The weighted average remaining term to maturity for Mortgage Loans in Pool 1    
is approximately 352 months.

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ORIGINAL COMBINED LOAN-TO-VALUE RATIOS -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                          PERCENTAGE                                           
                                                          OF MORTGAGE                                          
    RANGE OF ORIGINAL                                      LOANS BY              ADJUSTABLE  NON-ZERO          
         COMBINED                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
  LOAN-TO-VALUE RATIOS OF  NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    FIRST LIEN MORTGAGE    MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)           LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ----------         ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                               
Less than 60.001.........      153     $   24,348,213.28      1.61%      7.041%    85.64%       577     50.85% 
60.001 to 70.000.........      263         47,411,021.61      3.14       6.994     88.24        579     66.50  
70.001 to 80.000.........    1,787        394,833,064.96     26.12       6.618     95.22        637     79.12  
80.001 to 85.000                                                                                               
 With Primary Mortgage                                                                                         
   Insurance: ...........      838        179,089,944.73     11.85       6.837     64.81        605     84.45  
 Without Primary                                                                                               
   Mortgage Insurance:...      485         73,688,991.99      4.88       7.647     78.14        587     84.71  
85.001 to 90.000                                                                                               
 With Primary Mortgage                                                                                         
   Insurance:............    1,609        331,242,451.04     21.92       7.124     71.31        626     89.61  
 Without Primary                                                                                               
   Mortgage Insurance:...      796        125,563,495.52      8.31       7.823     88.34        594     89.77  
90.001 to 95.000                                                                                               
 With Primary Mortgage                                                                                         
   Insurance:............      908        188,170,798.36     12.45       7.122     66.50        643     94.69  
 Without Primary                                                                                               
   Mortgage Insurance:...      580        122,492,969.73      8.10       7.777     93.64        623     94.75  
                             -----     -----------------     -----       -----     -----        ---     -----  
   Subtotal:.............    7,419     $1,486,840,951.22     98.38%      7.088%    80.66%       622     85.67% 
                             =====     =================     =====       =====     =====        ===     =====  



    RANGE OF ORIGINAL                                                                                          
         COMBINED                                                                                              
  LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                            
    FIRST LIEN MORTGAGE        FULL         MORTGAGE                                                           
         LOANS (%)         DOCUMENTATION   INSURANCE                                                           
        ----------         -------------   ---------                                                           
                                                                                                               
Less than 60.001.........      52.68%          0.00%                                                           
60.001 to 70.000.........      53.64           0.00                                                            
70.001 to 80.000.........      69.32           0.00                                                            
80.001 to 85.000                                                                                               
 With Primary Mortgage                                                                                         
   Insurance: ...........      62.65         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance:...      69.03           0.00                                                            
85.001 to 90.000                                                                                               
 With Primary Mortgage                                                                                         
   Insurance:............      60.77         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance:...      56.14           0.00                                                            
90.001 to 95.000                                                                                               
 With Primary Mortgage                                                                                         
   Insurance:............      69.58         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance:...      29.53           0.00                                                            
                               -----         ------                                                            
   Subtotal:.............      61.47%         46.98%                                                           
                               =====         ======                                                            

                                                        [Enlarge/Download Table]

                                                          PERCENTAGE                                           
                                                          OF MORTGAGE                                          
    RANGE OF ORIGINAL                                      LOANS BY              ADJUSTABLE  NON-ZERO          
         COMBINED                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
  LOAN-TO-VALUE RATIOS OF  NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   SECOND LIEN MORTGAGE    MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)           LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ----------         ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                               
95.001 to 100.000........      511     $   24,541,561.34      1.62%     10.696%     0.00%       639     99.94% 
                             -----     -----------------    ------      ------     -----        ---     -----  
 Subtotal: ..............      511     $   24,541,561.34      1.62%     10.696%     0.00%       639     99.94% 
                             -----     -----------------    ------      ------     -----        ---     -----  
   Total:................    7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                             =====     =================    ======      ======     =====        ===     =====  



    RANGE OF ORIGINAL                                                                                          
         COMBINED                                                                                              
  LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                            
   SECOND LIEN MORTGAGE        FULL         MORTGAGE                                                           
         LOANS (%)         DOCUMENTATION   INSURANCE                                                           
        ----------         -------------   ---------                                                           
                                                                                                               
95.001 to 100.000........      80.87%         0.00%                                                            
                               -----         -----                                                             
 Subtotal: ..............      80.87%         0.00%                                                            
                               -----         -----                                                             
   Total:................      61.78%        46.22%                                                            
                               =====         =====                                                             

The weighted average original Combined Loan-to-Value Ratio for First Lien 
Mortgage Loans and Second Lien Mortgage Loans in Pool 1 is approximately        
85.67% and 99.94%, respectively.

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ORIGINAL EFFECTIVE COMBINED LOAN-TO-VALUE RATIOS -- POOL 1 MORTGAGE LOANS*

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
    RANGE OF ORIGINAL                                    OF MORTGAGE                                          
         EFFECTIVE                                        LOANS BY              ADJUSTABLE  NON-ZERO          
  COMBINED LOAN-TO-VALUE                  AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
         RATIOS OF        NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    FIRST LIEN MORTGAGE   MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)          LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ----------        ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
Less than 60.001.........   2,441     $  553,807,155.46     36.64%      7.074%    73.71%       620     88.59% 
60.001 to 70.000.........   1,330        216,455,273.56     14.32       6.974     60.94        624     82.94  
70.001 to 80.000.........   1,787        394,833,064.96     26.12       6.618     95.22        637     79.12  
80.001 to 85.000                                                                                              
 Without Primary                                                                                              
   Mortgage Insurance: ..     485         73,688,991.99      4.88       7.647     78.14        587     84.71  
85.001 to 90.000                                                                                              
 Without Primary                                                                                              
   Mortgage Insurance: ..     796        125,563,495.52      8.31       7.823     88.34        594     89.77  
90.001 to 95.000                                                                                              
 Without Primary                                                                                              
   Mortgage Insurance: ..     580        122,492,969.73      8.10       7.777     93.64        623     94.75  
                            -----     -----------------     -----       -----     -----        ---     -----  
   Subtotal:.............   7,419     $1,486,840,951.22     98.38%      7.088%    80.66%       622     85.67% 
                            =====     =================     =====       =====     =====        ===     =====  



    RANGE OF ORIGINAL                                                                                         
         EFFECTIVE                                                                                            
  COMBINED LOAN-TO-VALUE                                                                                      
         RATIOS OF                         PRIMARY                                                            
    FIRST LIEN MORTGAGE       FULL         MORTGAGE                                                           
         LOANS (%)        DOCUMENTATION   INSURANCE                                                           
        ----------        -------------   ---------                                                           
                                                                                                              
Less than 60.001.........     62.00%        95.60%                                                            
60.001 to 70.000.........     64.36         78.10                                                             
70.001 to 80.000.........     69.32          0.00                                                             
80.001 to 85.000                                                                                              
 Without Primary                                                                                              
   Mortgage Insurance: ..     69.03          0.00                                                             
85.001 to 90.000                                                                                              
 Without Primary                                                                                              
   Mortgage Insurance: ..     56.14          0.00                                                             
90.001 to 95.000                                                                                              
 Without Primary                                                                                              
   Mortgage Insurance: ..     29.53          0.00                                                             
                              -----         -----                                                             
   Subtotal:.............     61.47%        46.98%                                                            
                              =====         =====                                                             

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
    RANGE OF ORIGINAL                                    OF MORTGAGE                                          
         EFFECTIVE                                        LOANS BY              ADJUSTABLE  NON-ZERO          
  COMBINED LOAN-TO-VALUE                  AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
         RATIOS OF        NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   SECOND LIEN MORTGAGE   MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)          LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ----------        ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
95.001 to 100.000........     511     $   24,541,561.34      1.62%     10.696%     0.00%       639     99.94% 
                            -----     -----------------    ------      ------     -----        ---     -----  
 Subtotal: ..............     511     $   24,541,561.34      1.62%     10.696%     0.00%       639     99.94% 
                            -----     -----------------    ------      ------     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======      ======     =====        ===     =====  



    RANGE OF ORIGINAL                                                                                         
         EFFECTIVE                                                                                            
  COMBINED LOAN-TO-VALUE                                                                                      
         RATIOS OF                         PRIMARY                                                            
   SECOND LIEN MORTGAGE       FULL         MORTGAGE                                                           
         LOANS (%)        DOCUMENTATION   INSURANCE                                                           
        ----------        -------------   ---------                                                           
                                                                                                              
95.001 to 100.000........     80.87%         0.00%                                                            
                              -----         -----                                                             
 Subtotal: ..............     80.87%         0.00%                                                            
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

The weighted average original effective Combined Loan-to-Value Ratio for  
First Lien Mortgage Loans and Second Lien Mortgage Loans in Pool 1 is           
approximately 71.62% and 99.94%, respectively.
---------------                                                                 
*   Reflects the Combined Loan-to-Value Ratio, after taking any primary         
mortgage insurance into account.                                        

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ORIGINAL FULL COMBINED LOAN-TO-VALUE RATIOS -- POOL 1 MORTGAGE LOANS* 

                                                        [Enlarge/Download Table]

                                                          PERCENTAGE                                           
                                                          OF MORTGAGE                                          
  RANGE OF ORIGINAL FULL                                   LOANS BY              ADJUSTABLE  NON-ZERO          
         COMBINED                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
  LOAN-TO-VALUE RATIOS OF  NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    FIRST LIEN MORTGAGE    MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)           LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ----------         ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                               
Less than  60.001........      147     $   24,001,393.44      1.59%      7.038%    85.58%       577     50.80% 
60.001 to  70.000........      206         44,276,049.48      2.93       6.955     88.22        578     66.47  
70.001 to  80.000........      626        124,454,916.78      8.23       7.074     90.21        596     77.67  
80.001 to  85.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance: ...........      805        174,461,067.01     11.54       6.810     64.52        604     84.45  
 Without Primary                                                                                               
   Mortgage Insurance:...      367         60,603,830.28      4.01       7.521     76.31        591     84.45  
85.001 to  90.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance: ...........    1,536        324,151,391.32     21.45       7.104     71.50        626     89.58  
 Without Primary                                                                                               
   Mortgage Insurance:...      613        106,909,995.56      7.07       7.694     87.45        597     89.48  
90.001 to  95.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance: ...........      976        195,345,626.90     12.92       7.157     66.13        643     94.47  
 Without Primary                                                                                               
   Mortgage Insurance:...      730        138,812,133.36      9.18       7.820     92.32        618     93.76  
95.001 to 100.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance:............       38          4,545,108.90      0.30       7.871     86.19        655     88.20  
 Without Primary                                                                                               
   Mortgage Insurance: ..    1,375        289,279,438.19     19.14       6.545     97.51        651     80.27  
                             -----     -----------------     -----       -----     -----        ---     -----  
   Subtotal:.............    7,419     $1,486,840,951.22     98.38%      7.088%    80.66%       622     85.67% 
                             =====     =================     =====       =====     =====        ===     =====  



  RANGE OF ORIGINAL FULL                                                                                       
         COMBINED                                                                                              
  LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                            
    FIRST LIEN MORTGAGE        FULL         MORTGAGE                                                           
         LOANS (%)         DOCUMENTATION   INSURANCE                                                           
        ----------         -------------   ---------                                                           
                                                                                                               
Less than  60.001........      52.82%          0.00%                                                           
60.001 to  70.000........      51.01           0.00                                                            
70.001 to  80.000........      54.26           0.00                                                            
80.001 to  85.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance: ...........      63.65         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance:...      67.98           0.00                                                            
85.001 to  90.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance: ...........      60.30         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance:...      51.54           0.00                                                            
90.001 to  95.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance: ...........      68.85         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance:...      34.60           0.00                                                            
95.001 to 100.000                                                                                              
 With Primary Mortgage                                                                                         
   Insurance:............      74.63         100.00                                                            
 Without Primary                                                                                               
   Mortgage Insurance: ..      76.87           0.00                                                            
                               -----         ------                                                            
   Subtotal:.............      61.47%         46.98%                                                           
                               =====         ======                                                            

                                                        [Enlarge/Download Table]

                                                          PERCENTAGE                                           
                                                          OF MORTGAGE                                          
  RANGE OF ORIGINAL FULL                                   LOANS BY              ADJUSTABLE  NON-ZERO          
         COMBINED                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
  LOAN-TO-VALUE RATIOS OF  NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   SECOND LIEN MORTGAGE    MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)           LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
        ----------         ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                               
95.001 to 100.000........      511     $   24,541,561.34      1.62%     10.696%     0.00%       639     99.94% 
                             -----     -----------------    ------      ------     -----        ---     -----  
 Subtotal: ..............      511     $   24,541,561.34      1.62%     10.696%     0.00%       639     99.94% 
                             -----     -----------------    ------      ------     -----        ---     -----  
   Total:................    7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                             =====     =================    ======      ======     =====        ===     =====  



  RANGE OF ORIGINAL FULL                                                                                       
         COMBINED                                                                                              
  LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                            
   SECOND LIEN MORTGAGE        FULL         MORTGAGE                                                           
         LOANS (%)         DOCUMENTATION   INSURANCE                                                           
        ----------         -------------   ---------                                                           
                                                                                                               
95.001 to 100.000........      80.87%         0.00%                                                            
                               -----         -----                                                             
 Subtotal: ..............      80.87%         0.00%                                                            
                               -----         -----                                                             
   Total:................      61.78%        46.22%                                                            
                               =====         =====                                                             

The weighted average original full Combined Loan-to-Value Ratio for First 
Lien Mortgage Loans and Second Lien Mortgage Loans in Pool 1 is approximately   
89.68% and 99.94%, respectively.
---------------                                                                 
*   Reflects the Combined Loan-to-Value Ratio, including any subordinate liens, 
whether or not such subordinate liens are owned by the Trust Fund.      

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LIEN PRIORITY -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
      LIEN PRIORITY         LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
      -------------       ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
1st Lien.................   7,419     $1,486,840,951.22     98.38%      7.088%    80.66%       622     85.67% 
2nd Lien.................     511         24,541,561.34      1.62      10.696      0.00        639     99.94  
                            -----     -----------------    ------      ------     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======      ======     =====        ===     =====  


                                           PRIMARY                                                            
                              FULL         MORTGAGE                                                           
      LIEN PRIORITY       DOCUMENTATION   INSURANCE                                                           
      -------------       -------------   ---------                                                           
                                                                                                              
1st Lien.................     61.47%        46.98%                                                            
2nd Lien.................     80.87          0.00                                                             
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

GEOGRAPHIC DISTRIBUTION -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOCATION           LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
         --------         ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
California...............   1,486     $  500,461,803.59     33.11%      6.578%    87.43%       636     84.82% 
Florida..................     712        125,125,609.21      8.28       7.384     72.40        616     86.47  
Illinois.................     544        101,662,377.90      6.73       7.390     86.83        619     86.70  
Arizona..................     540         79,667,362.53      5.27       7.222     85.57        624     85.54  
New York.................     222         69,489,847.07      4.60       7.212     63.60        624     89.57  
Texas....................     410         46,253,557.58      3.06       7.906     71.78        608     85.23  
Colorado.................     252         44,964,980.69      2.98       6.976     88.05        616     85.22  
Ohio.....................     389         39,849,775.07      2.64       7.725     48.41        598     88.49  
Maryland.................     187         38,604,300.62      2.55       7.219     78.41        613     86.64  
New Jersey...............     155         37,981,493.01      2.51       7.470     76.42        617     85.62  
Other....................   3,033        427,321,405.29     28.27       7.508     74.68        612     86.13  
                            -----     -----------------    ------       -----     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======       =====     =====        ===     =====  


                                           PRIMARY                                                            
                              FULL         MORTGAGE                                                           
         LOCATION         DOCUMENTATION   INSURANCE                                                           
         --------         -------------   ---------                                                           
                                                                                                              
California...............     57.03%        45.84%                                                            
Florida..................     53.68         54.34                                                             
Illinois.................     53.55         50.15                                                             
Arizona..................     72.58         37.07                                                             
New York.................     45.60         71.70                                                             
Texas....................     63.54         30.57                                                             
Colorado.................     78.18         26.19                                                             
Ohio.....................     77.62         50.91                                                             
Maryland.................     70.54         63.83                                                             
New Jersey...............     51.71         55.87                                                             
Other....................     69.00         41.82                                                             
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

PROPERTY TYPE -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
      PROPERTY TYPE         LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
      -------------       ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
Single Family............   5,923     $1,097,093,032.67     72.59%      7.149%    78.75%       618     86.05% 
Planned Unit Development.     799        174,020,413.42     11.51       7.068     82.48        623     84.52  
Two- to Four-Family......     550        127,896,670.55      8.46       7.283     79.11        638     86.29  
Condominium..............     500         93,591,278.47      6.19       7.062     86.31        636     86.20  
Manufactured Housing.....     158         18,781,117.45      1.24       7.244     52.47        639     85.63  
                            -----     -----------------    ------       -----     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======       =====     =====        ===     =====  


                                           PRIMARY                                                            
                              FULL         MORTGAGE                                                           
      PROPERTY TYPE       DOCUMENTATION   INSURANCE                                                           
      -------------       -------------   ---------                                                           
                                                                                                              
Single Family............     62.76%        47.98%                                                            
Planned Unit Development.     66.12         37.34                                                             
Two- to Four-Family......     46.90         52.30                                                             
Condominium..............     57.05         43.00                                                             
Manufactured Housing.....     89.09          0.00                                                             
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

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LOAN PURPOSE -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
       LOAN PURPOSE         LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
       ------------       ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
Cash Out Refinance.......   3,545     $  733,501,329.22     48.53%      7.095%    72.55%       611     86.25% 
Purchase.................   3,447        594,354,031.97     39.33       7.248     87.51        637     86.06  
Debt Consolidation.......     449        100,890,203.63      6.68       6.954     91.81        614     83.00  
Rate/Term Refinance......     489         82,636,947.74      5.47       7.118     65.83        613     85.14  
                            -----     -----------------    ------       -----     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======       =====     =====        ===     =====  


                                           PRIMARY                                                            
                              FULL         MORTGAGE                                                           
       LOAN PURPOSE       DOCUMENTATION   INSURANCE                                                           
       ------------       -------------   ---------                                                           
                                                                                                              
Cash Out Refinance.......     61.87%        59.46%                                                            
Purchase.................     60.29         31.63                                                             
Debt Consolidation.......     61.65         35.20                                                             
Rate/Term Refinance......     71.85         46.98                                                             
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

OCCUPANCY STATUS -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
                                                          LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED       SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE        PRINCIPAL       PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
     OCCUPANCY STATUS       LOANS          BALANCE         BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
     ----------------     ---------   -----------------  -----------  --------  ----------  --------  --------
                                                                                                              
Primary Home.............   6,934     $1,377,376,588.42     91.13%      7.080%    79.18%       620     85.89% 
Investment...............     941        123,583,599.03      8.18       7.870     82.53        640     85.97  
Second Home..............      55         10,422,325.11      0.69       7.457     63.74        640     86.73  
                            -----     -----------------    ------       -----     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56    100.00%      7.147%    79.35%       622     85.90% 
                            =====     =================    ======       =====     =====        ===     =====  



                                           PRIMARY                                                            
                              FULL         MORTGAGE                                                           
     OCCUPANCY STATUS     DOCUMENTATION   INSURANCE                                                           
     ----------------     -------------   ---------                                                           
                                                                                                              
Primary Home.............     63.02%        44.98%                                                            
Investment...............     49.58         58.63                                                             
Second Home..............     42.49         62.75                                                             
                              -----         -----                                                             
   Total:................     61.78%        46.22%                                                            
                              =====         =====                                                             

LOAN DOCUMENTATION -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                           PERCENTAGE                                               
                                                           OF MORTGAGE                                              
                                                            LOANS BY                ADJUSTABLE   NON-ZERO           
                                           AGGREGATE        AGGREGATE    WEIGHTED      RATE      WEIGHTED   WEIGHTED
                           NUMBER OF       SCHEDULED        SCHEDULED     AVERAGE    MORTGAGE     AVERAGE   AVERAGE 
                           MORTGAGE        PRINCIPAL        PRINCIPAL      GROSS       LOAN       CREDIT    ORIGINAL
    LOAN DOCUMENTATION       LOANS          BALANCE          BALANCE      COUPON    PERCENTAGE     SCORE      CLTV  
    ------------------    ---------   -----------------   -----------   --------   ----------   --------   -------- 
                                                                                                                    
Full Documentation.......    5,347     $  933,750,785.58      61.78%       7.003%     76.30%        615      85.60% 
Stated Documentation.....    2,306        523,599,198.15      34.64        7.391      86.43         636      86.05  
Limited Documentation....      277         54,032,528.83       3.58        7.273      63.45         608      89.55  
                             -----     -----------------     ------        -----      -----         ---      -----  
   Total:................    7,930     $1,511,382,512.56     100.00%       7.147%     79.35%        622      85.90% 
                             =====     =================     ======        =====      =====         ===      =====  



                                            PRIMARY                                                                 
                               FULL         MORTGAGE                                                                
    LOAN DOCUMENTATION     DOCUMENTATION   INSURANCE                                                                
    ------------------     -------------   ---------                                                                
                                                                                                                    
Full Documentation.......     100.00%        47.59%                                                                 
Stated Documentation.....       0.00         40.91                                                                  
Limited Documentation....       0.00         73.81                                                                  
                              ------         -----                                                                  
   Total:................      61.78%        46.22%                                                                 
                              ======         =====                                                                  

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CREDIT SCORES -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                            PERCENTAGE                                              
                                                            OF MORTGAGE               ADJUSTABLE  NON-ZERO          
                                          AGGREGATE          LOANS BY       WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF       SCHEDULED          AGGREGATE       AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE        PRINCIPAL          SCHEDULED        GROSS      LOAN      CREDIT   ORIGINAL
  RANGE OF CREDIT SCORES    LOANS          BALANCE       PRINCIPAL BALANCE   COUPON   PERCENTAGE    SCORE     CLTV  
  ----------------------  ---------   -----------------  -----------------  --------  ----------  --------  --------
                                                                                                                    
500 to 520...............     190     $   28,434,242.01         1.88%         7.920%    84.40%       511     77.75% 
521 to 540...............     446         74,463,099.51         4.93          7.676     82.44        532     79.90  
541 to 560...............     737        122,926,511.87         8.13          7.649     85.77        551     83.65  
561 to 580...............     726        125,659,005.62         8.31          7.520     83.57        570     84.79  
581 to 600...............   1,136        177,854,387.27        11.77          7.467     79.74        590     86.17  
601 to 620...............   1,297        235,564,081.98        15.59          7.210     76.55        610     87.94  
621 to 640...............   1,017        210,394,446.58        13.92          7.020     79.41        630     88.20  
641 to 660...............     838        175,686,370.00        11.62          6.833     76.72        650     86.78  
661 to 680...............     598        135,275,021.68         8.95          6.777     78.27        669     86.18  
681 to 700...............     393         91,962,492.97         6.08          6.712     73.28        689     85.84  
701 to 720...............     274         63,978,474.98         4.23          6.609     78.84        710     84.79  
721 to 740...............     127         31,071,309.44         2.06          6.650     79.13        729     85.55  
741 to 760...............      94         24,498,805.11         1.62          6.597     81.00        751     86.17  
761 to 780...............      41          8,888,488.00         0.59          6.586     81.18        769     84.41  
781 and above............      16          4,725,775.54         0.31          6.805     86.33        794     82.33  
                            -----     -----------------       ------          -----     -----        ---     -----  
   Total:................   7,930     $1,511,382,512.56       100.00%         7.147%    79.35%       622     85.90% 
                            =====     =================       ======          =====     =====        ===     =====  



                                           PRIMARY                                                                  
                              FULL         MORTGAGE                                                                 
  RANGE OF CREDIT SCORES  DOCUMENTATION   INSURANCE                                                                 
  ----------------------  -------------   ---------                                                                 
                                                                                                                    
500 to 520...............     78.76%        18.51%                                                                  
521 to 540...............     77.84         24.24                                                                   
541 to 560...............     72.93         41.58                                                                   
561 to 580...............     69.05         48.46                                                                   
581 to 600...............     65.54         42.88                                                                   
601 to 620...............     64.61         49.23                                                                   
621 to 640...............     56.14         54.31                                                                   
641 to 660...............     59.72         54.89                                                                   
661 to 680...............     54.25         47.99                                                                   
681 to 700...............     52.10         48.09                                                                   
701 to 720...............     46.71         38.50                                                                   
721 to 740...............     50.38         34.50                                                                   
741 to 760...............     45.28         48.57                                                                   
761 to 780...............     53.10         32.81                                                                   
781 and above............     53.48         19.73                                                                   
                              -----         -----                                                                   
   Total:................     61.78%        46.22%                                                                  
                              =====         =====                                                                   

The weighted average Credit Score for Mortgage Loans in Pool 1 is               
approximately 622.

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DEBT-TO-INCOME RATIO (WITH FULL DOCUMENTATION) -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
 RANGE OF DEBT-TO-INCOME                  AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
          RATIOS           NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
  OF MORTGAGE LOANS WITH   MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
  FULL DOCUMENTATION (%)     LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  -----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
Not Available............        3     $    162,380.17      0.01%      9.044%    82.36%       563     79.66% 
 0.01 to  5.00...........       13        3,715,205.96      0.25       6.988     92.18        651     88.99  
 5.01 to 10.00...........       37        7,081,691.64      0.47       6.926     83.21        640     85.03  
10.01 to 15.00...........       81       12,887,307.47      0.85       7.192     75.36        619     85.26  
15.01 to 20.00...........      171       27,107,172.18      1.79       7.120     76.49        611     84.67  
20.01 to 25.00...........      297       42,225,410.92      2.79       7.122     72.57        614     83.88  
25.01 to 30.00...........      509       82,368,671.37      5.45       7.063     76.86        613     85.29  
30.01 to 35.00...........      735      119,802,923.27      7.93       7.047     74.29        620     84.66  
35.01 to 40.00...........      939      171,780,455.46     11.37       6.944     80.83        618     85.43  
40.01 to 45.00...........    1,210      224,740,002.07     14.87       6.944     77.91        618     85.70  
45.01 to 50.00...........    1,243      224,950,913.80     14.88       6.976     71.45        609     86.97  
50.01 to 55.00...........      108       16,776,091.14      1.11       7.502     88.97        573     81.62  
55.01 to 60.00...........        1          152,560.13      0.01       6.500      0.00        661     75.44  
                             -----     ---------------     -----       -----     -----        ---     -----  
 Subtotal: ..............    5,347     $933,750,785.58     61.78%      7.003%    76.30%       615     85.60% 
                             =====     ===============     =====       =====     =====        ===     =====  



 RANGE OF DEBT-TO-INCOME                                                                                     
          RATIOS                            PRIMARY                                                          
  OF MORTGAGE LOANS WITH       FULL         MORTGAGE                                                         
  FULL DOCUMENTATION (%)   DOCUMENTATION   INSURANCE                                                         
  -----------------------  -------------   ---------                                                         
                                                                                                             
Not Available............     100.00%         0.00%                                                          
 0.01 to  5.00...........     100.00         66.33                                                           
 5.01 to 10.00...........     100.00         36.87                                                           
10.01 to 15.00...........     100.00         58.12                                                           
15.01 to 20.00...........     100.00         52.30                                                           
20.01 to 25.00...........     100.00         48.64                                                           
25.01 to 30.00...........     100.00         47.39                                                           
30.01 to 35.00...........     100.00         43.77                                                           
35.01 to 40.00...........     100.00         43.72                                                           
40.01 to 45.00...........     100.00         44.17                                                           
45.01 to 50.00...........     100.00         55.91                                                           
50.01 to 55.00...........     100.00         32.88                                                           
55.01 to 60.00...........     100.00          0.00                                                           
                              ------         -----                                                           
 Subtotal: ..............     100.00%        47.59%                                                          
                              ======         =====                                                           

DEBT-TO-INCOME RATIO (WITH NON-FULL DOCUMENTATION) -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                            PERCENTAGE                                               
                                                            OF MORTGAGE                                              
 RANGE OF DEBT-TO-INCOME                                     LOANS BY                ADJUSTABLE   NON-ZERO           
          RATIOS                            AGGREGATE        AGGREGATE    WEIGHTED      RATE      WEIGHTED   WEIGHTED
  OF MORTGAGE LOANS WITH    NUMBER OF       SCHEDULED        SCHEDULED     AVERAGE    MORTGAGE     AVERAGE   AVERAGE 
  NON-FULL DOCUMENTATION    MORTGAGE        PRINCIPAL        PRINCIPAL      GROSS       LOAN       CREDIT    ORIGINAL
            (%)               LOANS          BALANCE          BALANCE      COUPON    PERCENTAGE     SCORE      CLTV  
 -----------------------   ---------   -----------------   -----------   --------   ----------   --------   -------- 
                                                                                                                     
 0.01 to  5.00...........        12     $    1,838,063.38       0.12%       7.517%      72.96%       610      88.72% 
 5.01 to 10.00...........        27          4,305,063.26       0.28        7.846       57.33        614      85.03  
10.01 to 15.00...........        49          6,596,987.75       0.44        7.544       76.09        639      82.53  
15.01 to 20.00...........        96         14,300,530.55       0.95        7.879       86.74        628      85.32  
20.01 to 25.00...........       149         25,654,439.05       1.70        7.509       83.09        636      85.51  
25.01 to 30.00...........       264         48,923,764.08       3.24        7.487       88.07        630      85.17  
30.01 to 35.00...........       364         80,238,933.36       5.31        7.377       87.56        636      85.51  
35.01 to 40.00...........       528        130,064,102.89       8.61        7.254       85.75        640      85.21  
40.01 to 45.00...........       624        155,677,679.27      10.30        7.248       85.32        634      86.67  
45.01 to 50.00...........       459        108,108,837.88       7.15        7.549       78.32        625      89.39  
50.01 to 55.00...........        11          1,923,325.51       0.13        7.350      100.00        604      73.05  
                              -----     -----------------     ------        -----      ------        ---      -----  
 Subtotal: ..............     2,583     $  577,631,726.98      38.22%       7.380%      84.28%       633      86.38% 
                              -----     -----------------     ------        -----      ------        ---      -----  
   Total:................     7,930     $1,511,382,512.56     100.00%       7.147%      79.35%       622      85.90% 
                              =====     =================     ======        =====      ======        ===      =====  



  RANGE OF DEBT-TO-INCOME                                                                                            
           RATIOS                                                                                                    
   OF MORTGAGE LOANS WITH                     PRIMARY                                                                
   NON-FULL DOCUMENTATION        FULL         MORTGAGE                                                               
             (%)             DOCUMENTATION   INSURANCE                                                               
  -----------------------    -------------   ---------                                                               
                                                                                                                     
 0.01 to  5.00...........        0.00%        66.05%                                                                 
 5.01 to 10.00...........        0.00         49.67                                                                  
10.01 to 15.00...........        0.00         43.32                                                                  
15.01 to 20.00...........        0.00         44.85                                                                  
20.01 to 25.00...........        0.00         43.19                                                                  
25.01 to 30.00...........        0.00         46.32                                                                  
30.01 to 35.00...........        0.00         41.21                                                                  
35.01 to 40.00...........        0.00         39.92                                                                  
40.01 to 45.00...........        0.00         43.98                                                                  
45.01 to 50.00...........        0.00         49.70                                                                  
50.01 to 55.00...........        0.00         28.21                                                                  
                                -----         -----                                                                  
 Subtotal: ..............        0.00%        43.99%                                                                 
                                -----         -----                                                                  
   Total:................       61.78%        46.22%                                                                 
                                =====         =====                                                                  

The weighted average Debt-to-Income Ratio for Mortgage Loans with full          
documentation and non-full documentation in Pool 1 (for which the Debt-to-      
Income Ratio is available or can be determined) is approximately 38.52% and     
37.99%, respectively. 

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PREPAYMENT PREMIUM TERM BY LOAN TYPE -- POOL 1 MORTGAGE LOANS ($) 

                                                        [Enlarge/Download Table]


                                                  PRINCIPAL BALANCE OF   PRINCIPAL BALANCE OF  PRINCIPAL BALANCE OF
                           PRINCIPAL BALANCE OF    MORTGAGE LOANS WITH   MORTGAGE LOANS WITH    MORTGAGE LOANS WITH
                            MORTGAGE LOANS WITH      PREMIUM TERMS OF       PREMIUM TERMS OF      PREMIUM TERMS OF 
        LOAN TYPE               NO PREMIUM             1-12 MONTHS           13-24 MONTHS          25-36 MONTHS    
         ---------         --------------------   --------------------   --------------------  --------------------
                                                                                                                   
2/28 ARM (LIBOR).........    $203,549,806.56         $61,960,052.99        $681,078,664.89        $110,502,575.71  
Fixed Rate...............      73,385,422.90          22,165,171.00          21,205,860.47         172,496,754.63  
3/27 ARM (LIBOR).........      87,026,160.79           1,431,099.91           4,375,251.39          42,290,567.74  
Balloon..................       8,563,542.12             204,688.22          14,077,912.47                   0.00  
5/25 ARM (LIBOR).........         382,973.88           2,794,469.61           1,298,811.50           1,287,054.38  
2/13 ARM (LIBOR).........          88,521.82                   0.00             480,312.82             346,321.66  
2/18 ARM (LIBOR).........         107,312.25                   0.00             113,062.57              60,136.41  
3/12 ARM (LIBOR).........         110,003.87                   0.00                   0.00                   0.00  
                             ---------------         --------------        ---------------        ---------------  
   Total:................    $373,213,744.19         $88,555,481.73        $722,629,876.11        $326,983,410.53  
                             ===============         ==============        ===============        ===============  



                           PRINCIPAL BALANCE OF   PRINCIPAL BALANCE OF                                             
                           MORTGAGE LOANS WITH     MORTGAGE LOANS WITH                                             
                             PREMIUM TERMS OF       PREMIUM TERMS OF                                               
        LOAN TYPE             37-48 MONTHS           49-60 MONTHS             TOTAL                                
        ---------         --------------------   --------------------   -----------------                          
                                                                                                                   
2/28 ARM (LIBOR).........         $0.00                   $0.00          $1,057,091,100.15                         
Fixed Rate...............          0.00                    0.00             289,253,209.00                         
3/27 ARM (LIBOR).........          0.00                    0.00             135,123,079.83                         
Balloon..................          0.00                    0.00              22,846,142.81                         
5/25 ARM (LIBOR).........          0.00                    0.00               5,763,309.37                         
2/13 ARM (LIBOR).........          0.00                    0.00                 915,156.30                         
2/18 ARM (LIBOR).........          0.00                    0.00                 280,511.23                         
3/12 ARM (LIBOR).........          0.00                    0.00                 110,003.87                         
                                  -----                   -----          -----------------                         
   Total:................         $0.00                   $0.00          $1,511,382,512.56                         
                                  =====                   =====          =================                         

PREPAYMENT PREMIUM TERM BY LOAN TYPE -- POOL 1 MORTGAGE LOANS (%) 

                                                        [Enlarge/Download Table]


                                                    PERCENTAGE OF         PERCENTAGE OF         PERCENTAGE OF   
                              PERCENTAGE OF      MORTGAGE LOANS WITH   MORTGAGE LOANS WITH   MORTGAGE LOANS WITH
                           MORTGAGE LOANS WITH     PREMIUM TERMS OF     PREMIUM TERMS OF       PREMIUM TERMS OF 
        LOAN TYPE              NO PREMIUM            1-12 MONTHS          13-24 MONTHS           25-36 MONTHS   
        ---------         -------------------   -------------------   -------------------   ------------------- 
                                                                                                                
2/28 ARM (LIBOR).........         19.26%                 5.86%                64.43%                10.45%      
Fixed Rate...............         25.37                  7.66                  7.33                 59.64       
3/27 ARM (LIBOR).........         64.41                  1.06                  3.24                 31.30       
Balloon..................         37.48                  0.90                 61.62                  0.00       
5/25 ARM (LIBOR).........          6.65                 48.49                 22.54                 22.33       
2/13 ARM (LIBOR).........          9.67                  0.00                 52.48                 37.84       
2/18 ARM (LIBOR).........         38.26                  0.00                 40.31                 21.44       
3/12 ARM (LIBOR).........        100.00                  0.00                  0.00                  0.00       
                                 ------                 -----                 -----                 -----       
   Total:................         24.69%                 5.86%                47.81%                21.63%      
                                 ======                 =====                 =====                 =====       



                              PERCENTAGE OF         PERCENTAGE OF                                               
                           MORTGAGE LOANS WITH   MORTGAGE LOANS WITH                                            
                             PREMIUM TERMS OF       PREMIUM TERMS OF                                            
        LOAN TYPE             37-48 MONTHS           49-60 MONTHS      TOTAL                                    
        ---------         -------------------   -------------------   ------                                    
                                                                                                                
2/28 ARM (LIBOR).........         0.00%                  0.00%          69.94%                                  
Fixed Rate...............         0.00                   0.00           19.14                                   
3/27 ARM (LIBOR).........         0.00                   0.00            8.94                                   
Balloon..................         0.00                   0.00            1.51                                   
5/25 ARM (LIBOR).........         0.00                   0.00            0.38                                   
2/13 ARM (LIBOR).........         0.00                   0.00            0.06                                   
2/18 ARM (LIBOR).........         0.00                   0.00            0.02                                   
3/12 ARM (LIBOR).........         0.00                   0.00            0.01                                   
                                  ----                   ----          ------                                   
   Total:................         0.00%                  0.00%         100.00%                                  
                                  ====                   ====          ======                                   

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PREPAYMENT PENALTY DESCRIPTION -- POOL 1 MORTGAGE LOANS 

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                                                           PERCENTAGE                                               
                                                           OF MORTGAGE                                              
                                                            LOANS BY                ADJUSTABLE   NON-ZERO           
                                           AGGREGATE        AGGREGATE    WEIGHTED      RATE      WEIGHTED   WEIGHTED
                          NUMBER OF        SCHEDULED        SCHEDULED     AVERAGE    MORTGAGE     AVERAGE   AVERAGE 
        PREPAYMENT         MORTGAGE        PRINCIPAL        PRINCIPAL      GROSS       LOAN       CREDIT    ORIGINAL
   PENALTY DESCRIPTION      LOANS          BALANCE          BALANCE      COUPON    PERCENTAGE     SCORE      CLTV   
   -------------------    ---------   -----------------   -----------   --------   ----------   --------   -------- 
                                                                                                                    
6 Months' Interest on                                                                                               
  Amount Prepaid in                                                                                                 
  Excess of 20% of the                                                                                              
  Original Balance.......    4,987     $1,033,833,855.36      68.40%       6.972%     78.84%        625      85.64% 
None.....................    2,108        373,213,744.19      24.69        7.552      78.04         616      87.29  
2% of Unpaid Principal                                                                                              
  Balance................      351         42,535,588.45       2.81        7.470      89.56         600      84.39  
1% of Unpaid Principal                                                                                              
  Balance................      255         28,277,030.01       1.87        7.623      89.73         610      83.94  
3% 2% 1% of Unpaid                                                                                                  
  Principal Balance......       90         16,638,142.95       1.10        6.816      94.34         620      80.30  
Other....................      139         16,884,151.60       1.12        7.611      81.79         610      83.60  
                             -----     -----------------     ------        -----      -----         ---      -----  
   Total:................    7,930     $1,511,382,512.56     100.00%       7.147%     79.35%        622      85.90% 
                             =====     =================     ======        =====      =====         ===      =====  



                                            PRIMARY                                                                 
        PREPAYMENT             FULL         MORTGAGE                                                                
   PENALTY DESCRIPTION     DOCUMENTATION   INSURANCE                                                                
   -------------------     -------------   ---------                                                                
                                                                                                                    
6 Months' Interest on                                                                                               
  Amount Prepaid in                                                                                                 
  Excess of 20% of the                                                                                              
  Original Balance.......      61.88%        45.87%                                                                 
None.....................      57.94         51.73                                                                  
2% of Unpaid Principal                                                                                              
  Balance................      82.12         28.47                                                                  
1% of Unpaid Principal                                                                                              
  Balance................      75.29         27.57                                                                  
3% 2% 1% of Unpaid                                                                                                  
  Principal Balance......      60.92         34.16                                                                  
Other....................      67.35         33.36                                                                  
                               -----         -----                                                                  
   Total:................      61.78%        46.22%                                                                 
                               =====         =====                                                                  

GROSS MARGINS OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                                PERCENTAGE OF                                           
                                                               ADJUSTABLE RATE                                          
                                                                  MORTGAGE                                              
                                                                  LOANS BY                ADJUSTABLE  NON-ZERO          
                             NUMBER OF          AGGREGATE         AGGREGATE     WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          ADJUSTABLE RATE       SCHEDULED         SCHEDULED      AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
      RANGE OF GROSS         MORTGAGE           PRINCIPAL         PRINCIPAL       GROSS      LOAN      CREDIT   ORIGINAL
       MARGINS (%)             LOANS             BALANCE           BALANCE       COUPON   PERCENTAGE    SCORE     CLTV  
       -----------        ---------------   -----------------  ---------------  --------  ----------  --------  --------
                                                                                                                        
Less than 3.001..........          2        $      633,374.51        0.05%        5.956%    100.00%      711     80.00% 
3.001 to 3.500...........          1               146,320.00        0.01         6.760     100.00       677     80.00  
3.501 to 4.000...........          6             1,143,204.10        0.10         7.287     100.00       640     93.38  
4.001 to 4.500...........         81            13,317,102.45        1.11         7.076     100.00       614     83.50  
4.501 to 5.000...........        348            74,333,541.83        6.20         7.340     100.00       625     86.47  
5.001 to 5.500...........        188            41,242,353.56        3.44         6.259     100.00       663     78.96  
5.501 to 6.000...........      3,581           802,793,364.09       66.94         6.903     100.00       625     85.24  
6.001 to 6.500...........      1,315           248,938,592.56       20.76         7.541     100.00       601     85.78  
6.501 to 7.000...........        103            16,046,341.54        1.34         8.727     100.00       577     83.90  
7.001 to 7.500...........          5               688,966.11        0.06         8.929     100.00       598     93.67  
                               -----        -----------------      ------         -----     ------       ---     -----  
   Total:................      5,630        $1,199,283,160.75      100.00%        7.067%    100.00%      620     85.19% 
                               =====        =================      ======         =====     ======       ===     =====  



                                           PRIMARY                                                                      
      RANGE OF GROSS          FULL         MORTGAGE                                                                     
       MARGINS (%)        DOCUMENTATION   INSURANCE                                                                     
       -----------        -------------   ---------                                                                     
                                                                                                                        
Less than 3.001..........    100.00%         0.00%                                                                      
3.001 to 3.500...........      0.00          0.00                                                                       
3.501 to 4.000...........     47.43         91.80                                                                       
4.001 to 4.500...........     68.77         38.00                                                                       
4.501 to 5.000...........     49.72         46.47                                                                       
5.001 to 5.500...........     90.24          5.78                                                                       
5.501 to 6.000...........     59.01         40.50                                                                       
6.001 to 6.500...........     57.88         41.95                                                                       
6.501 to 7.000...........     61.23         29.58                                                                       
7.001 to 7.500...........     38.08         11.41                                                                       
                             ------         -----                                                                       
   Total:................     59.41%        39.81%                                                                      
                             ======         =====                                                                       

The weighted average Gross Margin for Adjustable Rate Mortgage Loans in Pool 1
is approximately 5.925%.

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MAXIMUM RATES OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                                PERCENTAGE OF                                           
                                                               ADJUSTABLE RATE                                          
                                                                  MORTGAGE                                              
                                                                  LOANS BY                ADJUSTABLE  NON-ZERO          
                             NUMBER OF          AGGREGATE         AGGREGATE     WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          ADJUSTABLE RATE       SCHEDULED         SCHEDULED      AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
         RANGE OF            MORTGAGE           PRINCIPAL         PRINCIPAL       GROSS      LOAN      CREDIT   ORIGINAL
    MAXIMUM RATES (%)          LOANS             BALANCE           BALANCE       COUPON   PERCENTAGE    SCORE     CLTV  
    -----------------     ---------------   -----------------  ---------------  --------  ----------  --------  --------
                                                                                                                        
10.501 to 11.000.........          2        $      656,281.67        0.05%        4.975%    100.00%      635     85.00% 
11.001 to 11.500.........        116            40,448,679.13        3.37         5.384     100.00       658     82.81  
11.501 to 12.000.........        473           143,637,469.96       11.98         5.831     100.00       648     82.10  
12.001 to 12.500.........        767           215,598,624.92       17.98         6.324     100.00       639     83.12  
12.501 to 13.000.........      1,042           256,381,109.67       21.38         6.810     100.00       624     84.20  
13.001 to 13.500.........        881           184,104,889.62       15.35         7.296     100.00       612     86.74  
13.501 to 14.000.........        944           172,863,465.32       14.41         7.791     100.00       601     87.46  
14.001 to 14.500.........        578            85,989,751.83        7.17         8.294     100.00       596     88.39  
14.501 to 15.000.........        435            58,213,055.08        4.85         8.755     100.00       593     88.50  
15.001 to 15.500.........        216            24,257,420.56        2.02         9.261     100.00       581     88.11  
15.501 to 16.000.........        131            12,843,703.15        1.07         9.756     100.00       570     87.04  
16.001 to 16.500.........         32             3,061,378.73        0.26        10.279     100.00       578     87.31  
16.501 to 17.000.........          9               536,911.53        0.04        10.747     100.00       586     86.76  
17.001 to 17.500.........          4               690,419.58        0.06        11.291     100.00       546     70.77  
                               -----        -----------------      ------        ------     ------       ---     -----  
   Total:................      5,630        $1,199,283,160.75      100.00%        7.067%    100.00%      620     85.19% 
                               =====        =================      ======        ======     ======       ===     =====  



                                           PRIMARY                                                                      
         RANGE OF             FULL         MORTGAGE                                                                     
    MAXIMUM RATES (%)     DOCUMENTATION   INSURANCE                                                                     
    -----------------     -------------   ---------                                                                     
                                                                                                                        
10.501 to 11.000.........    100.00%        100.00%                                                                     
11.001 to 11.500.........     86.49          35.48                                                                      
11.501 to 12.000.........     75.44          37.18                                                                      
12.001 to 12.500.........     68.73          38.99                                                                      
12.501 to 13.000.........     59.07          41.04                                                                      
13.001 to 13.500.........     54.49          46.27                                                                      
13.501 to 14.000.........     49.15          42.48                                                                      
14.001 to 14.500.........     46.07          41.11                                                                      
14.501 to 15.000.........     43.09          31.23                                                                      
15.001 to 15.500.........     45.06          22.77                                                                      
15.501 to 16.000.........     44.37          13.87                                                                      
16.001 to 16.500.........     59.89           9.53                                                                      
16.501 to 17.000.........     39.43           0.00                                                                      
17.001 to 17.500.........     22.56           0.00                                                                      
                             ------         ------                                                                      
   Total:................     59.41%         39.81%                                                                     
                             ======         ======                                                                      

The weighted average Maximum Rate for Adjustable Rate Mortgage Loans in Pool 1
is approximately 13.067%. 

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MINIMUM RATES OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                                PERCENTAGE OF                                            
                                                               ADJUSTABLE RATE                                           
                                                                  MORTGAGE                                               
                                                                  LOANS BY                ADJUSTABLE  NON-ZERO           
                             NUMBER OF          AGGREGATE         AGGREGATE     WEIGHTED     RATE     WEIGHTED   WEIGHTED
                           ADJUSTABLE RATE       SCHEDULED         SCHEDULED     AVERAGE    MORTGAGE    AVERAGE   AVERAGE
         RANGE OF            MORTGAGE           PRINCIPAL         PRINCIPAL       GROSS      LOAN      CREDIT    ORIGINAL
    MINIMUM RATES (%)          LOANS             BALANCE           BALANCE       COUPON   PERCENTAGE    SCORE      CLTV  
    -----------------     ---------------   -----------------  ---------------  --------  ----------  --------   --------
                                                                                                                         
 Less than 5.501.........         21        $    6,188,177.72        0.52%        5.381%    100.00%      674      80.66% 
 5.501 to  6.000.........        542           168,815,442.73       14.08         5.732     100.00       652      82.19  
 6.001 to  6.500.........        793           224,573,333.17       18.73         6.306     100.00       638      83.20  
 6.501 to  7.000.........      1,044           257,145,211.73       21.44         6.809     100.00       624      84.18  
 7.001 to  7.500.........        881           184,104,889.62       15.35         7.296     100.00       612      86.74  
 7.501 to  8.000.........        944           172,863,465.32       14.41         7.791     100.00       601      87.46  
 8.001 to  8.500.........        578            85,989,751.83        7.17         8.294     100.00       596      88.39  
 8.501 to  9.000.........        435            58,213,055.08        4.85         8.755     100.00       593      88.50  
 9.001 to  9.500.........        216            24,257,420.56        2.02         9.261     100.00       581      88.11  
 9.501 to 10.000.........        131            12,843,703.15        1.07         9.756     100.00       570      87.04  
10.001 to 10.500.........         32             3,061,378.73        0.26        10.279     100.00       578      87.31  
10.501 to 11.000.........          9               536,911.53        0.04        10.747     100.00       586      86.76  
11.001 to 11.500.........          4               690,419.58        0.06        11.291     100.00       546      70.77  
                               -----        -----------------      ------        ------     ------       ---      -----  
   Total:................      5,630        $1,199,283,160.75      100.00%        7.067%    100.00%      620      85.19% 
                               =====        =================      ======        ======     ======       ===      =====  



                                           PRIMARY                                                                       
         RANGE OF             FULL         MORTGAGE                                                                      
    MINIMUM RATES (%)     DOCUMENTATION   INSURANCE                                                                      
    -----------------     -------------   ---------                                                                      
                                                                                                                         
 Less than 5.501.........    100.00%         8.84%                                                                       
 5.501 to  6.000.........     77.80         36.44                                                                        
 6.001 to  6.500.........     68.52         40.26                                                                        
 6.501 to  7.000.........     59.20         40.92                                                                        
 7.001 to  7.500.........     54.49         46.27                                                                        
 7.501 to  8.000.........     49.15         42.48                                                                        
 8.001 to  8.500.........     46.07         41.11                                                                        
 8.501 to  9.000.........     43.09         31.23                                                                        
 9.001 to  9.500.........     45.06         22.77                                                                        
 9.501 to 10.000.........     44.37         13.87                                                                        
10.001 to 10.500.........     59.89          9.53                                                                        
10.501 to 11.000.........     39.43          0.00                                                                        
11.001 to 11.500.........     22.56          0.00                                                                        
                             ------         -----                                                                        
   Total:................     59.41%        39.81%                                                                       
                             ======         =====                                                                        

The weighted average Minimum Rate for Adjustable Rate Mortgage Loans in Pool 1
is approximately 7.094%.

MONTHS TO NEXT RATE ADJUSTMENT OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 1
MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                                PERCENTAGE OF                                           
                                                               ADJUSTABLE RATE                                          
                                                                  MORTGAGE                                              
                                                                  LOANS BY                ADJUSTABLE  NON-ZERO          
                             NUMBER OF          AGGREGATE         AGGREGATE     WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          ADJUSTABLE RATE       SCHEDULED         SCHEDULED      AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    RANGE OF MONTHS TO       MORTGAGE           PRINCIPAL         PRINCIPAL       GROSS      LOAN      CREDIT   ORIGINAL
   NEXT RATE ADJUSTMENT        LOANS             BALANCE           BALANCE       COUPON   PERCENTAGE    SCORE     CLTV  
   --------------------   ---------------   -----------------  ---------------  --------  ----------  --------  --------
                                                                                                                        
13 to 24.................      4,940        $1,058,286,767.68       88.24%        7.036%    100.00%      622     84.58% 
25 to 36.................        667           135,233,083.70       11.28         7.322     100.00       610     90.11  
Greater than 36..........         23             5,763,309.37        0.48         6.934     100.00       636     82.20  
                               -----        -----------------      ------         -----     ------       ---     -----  
   Total:................      5,630        $1,199,283,160.75      100.00%        7.067%    100.00%      620     85.19% 
                               =====        =================      ======         =====     ======       ===     =====  



                                           PRIMARY                                                                      
    RANGE OF MONTHS TO        FULL         MORTGAGE                                                                     
   NEXT RATE ADJUSTMENT   DOCUMENTATION   INSURANCE                                                                     
   --------------------   -------------   ---------                                                                     
                                                                                                                        
13 to 24.................     60.01%        36.73%                                                                      
25 to 36.................     53.62         63.62                                                                       
Greater than 36..........     83.48         47.14                                                                       
                              -----         -----                                                                       
   Total:................     59.41%        39.81%                                                                      
                              =====         =====                                                                       

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INITIAL CAPS OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                                PERCENTAGE OF                                           
                                                               ADJUSTABLE RATE                                          
                                                                  MORTGAGE                                              
                                                                  LOANS BY                ADJUSTABLE  NON-ZERO          
                             NUMBER OF          AGGREGATE         AGGREGATE     WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          ADJUSTABLE RATE       SCHEDULED         SCHEDULED      AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                             MORTGAGE           PRINCIPAL         PRINCIPAL       GROSS      LOAN      CREDIT   ORIGINAL
     INITIAL CAP (%)           LOANS             BALANCE           BALANCE       COUPON   PERCENTAGE    SCORE     CLTV  
     ---------------      ---------------   -----------------  ---------------  --------  ----------  --------  --------
                                                                                                                        
2.000....................      2,297        $  460,390,192.91       38.39%        7.355%    100.00%      606     90.25% 
3.000....................      3,333           738,892,967.84       61.61         6.888     100.00       629     82.04  
                               -----        -----------------      ------         -----     ------       ---     -----  
   Total:................      5,630        $1,199,283,160.75      100.00%        7.067%    100.00%      620     85.19% 
                               =====        =================      ======         =====     ======       ===     =====  



                                           PRIMARY                                                                      
                              FULL         MORTGAGE                                                                     
     INITIAL CAP (%)      DOCUMENTATION   INSURANCE                                                                     
     ---------------      -------------   ---------                                                                     
                                                                                                                        
2.000....................     51.62%        60.25%                                                                      
3.000....................     64.26         27.07                                                                       
                              -----         -----                                                                       
   Total:................     59.41%        39.81%                                                                      
                              =====         =====                                                                       

The weighted average Initial Cap for Adjustable Rate Mortgage Loans in Pool 1 
is approximately 2.616%.

PERIODIC CAP OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                                  PERCENTAGE OF                                                
                                                                 ADJUSTABLE RATE                                               
                                                                    MORTGAGE                                                   
                                                                    LOANS BY                  ADJUSTABLE   NON-ZERO            
                              NUMBER OF          AGGREGATE          AGGREGATE      WEIGHTED      RATE      WEIGHTED   WEIGHTED 
                           ADJUSTABLE RATE       SCHEDULED          SCHEDULED       AVERAGE    MORTGAGE     AVERAGE   AVERAGE  
                               MORTGAGE           PRINCIPAL          PRINCIPAL        GROSS       LOAN       CREDIT    ORIGINAL
     PERIODIC CAP (%)           LOANS             BALANCE            BALANCE        COUPON    PERCENTAGE     SCORE      CLTV   
     ----------------     ---------------   -----------------   ---------------   --------   ----------   --------   --------  
                                                                                                                               
1.000....................       5,630        $1,199,283,160.75       100.00%         7.067%     100.00%       620      85.19%  
                                -----        -----------------       ------          -----      ------        ---      -----   
   Total:................       5,630        $1,199,283,160.75       100.00%         7.067%     100.00%       620      85.19%  
                                =====        =================       ======          =====      ======        ===      =====   



                                            PRIMARY                                                                            
                                FULL        MORTGAGE                                                                           
     PERIODIC CAP (%)      DOCUMENTATION   INSURANCE                                                                           
     ----------------      -------------   ---------                                                                           
                                                                                                                               
1.000....................      59.41%        39.81%                                                                            
                               -----         -----                                                                             
   Total:................      59.41%        39.81%                                                                            
                               =====         =====                                                                             

The weighted average Periodic Cap for Adjustable Rate Mortgage Loans in Pool 1
is approximately 1.000%.

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POOL 2 MORTGAGE LOANS 

LOAN TYPE -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                           NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   NON-INTEREST-ONLY LOAN  MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
            TYPE             LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
   ----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
2/28 ARM (LIBOR).........      633     $ 91,851,341.82     43.04%      7.402%    100.00%      609      85.30%
2/18 ARM (LIBOR).........        1          121,199.68      0.06       6.250     100.00       683      94.23 
3/27 ARM (LIBOR).........      106       16,846,946.93      7.89       7.372     100.00       622      90.28 
3/17 ARM (LIBOR).........        1          117,456.82      0.06       7.500     100.00       613      90.00 
5/25 ARM (LIBOR).........        5          611,936.43      0.29       7.402     100.00       583      78.69 
Balloon..................       58        2,337,686.39      1.10      10.863       0.00       632     100.00 
Fixed Rate...............      244       38,051,138.14     17.83       6.962       0.00       644      87.32 
                             -----     ---------------     -----      ------     ------       ---     ------ 
 Subtotal: ..............    1,048     $149,937,706.21     70.26%      7.340%     73.06%      619      86.59%
                             =====     ===============     =====      ======     ======       ===     ====== 



                                             PRIMARY                                                         
   NON-INTEREST-ONLY LOAN      FULL         MORTGAGE                                                         
            TYPE           DOCUMENTATION   INSURANCE                                                         
   ----------------------  -------------   ---------                                                         
                                                                                                             
2/28 ARM (LIBOR).........      60.11%         48.61%                                                         
2/18 ARM (LIBOR).........       0.00         100.00                                                          
3/27 ARM (LIBOR).........      65.53          72.33                                                          
3/17 ARM (LIBOR).........       0.00         100.00                                                          
5/25 ARM (LIBOR).........      52.31          33.45                                                          
Balloon..................      84.04           0.00                                                          
Fixed Rate...............      76.39          80.85                                                          
                               -----         ------                                                          
 Subtotal: ..............      65.10%         58.72%                                                         
                               =====         ======                                                          

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                           NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                            MORTGAGE       PRINCIPAL      PRINCIPAL    GROSS      LOAN      CREDIT   ORIGINAL
  INTEREST-ONLY LOAN TYPE    LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  -----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
2/28 ARM (LIBOR).........      317     $ 60,870,408.65     28.52%      6.696%    100.00%      618     82.76% 
3/27 ARM (LIBOR).........        6        1,259,541.38      0.59       6.564     100.00       635     90.56  
Fixed Rate...............        6        1,337,762.06      0.63       6.625       0.00       659     90.94  
                             -----     ---------------    ------       -----     ------       ---     -----  
 Subtotal: ..............      329     $ 63,467,712.09     29.74%      6.692%     97.89%      619     83.09% 
                             -----     ---------------    ------       -----     ------       ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%     80.45%      619     85.55% 
                             =====     ===============    ======       =====     ======       ===     =====  



                                            PRIMARY                                                          
                               FULL         MORTGAGE                                                         
 INTEREST-ONLY LOAN TYPE   DOCUMENTATION   INSURANCE                                                         
 -----------------------   -------------   ---------                                                         
                                                                                                             
2/28 ARM (LIBOR).........      73.77%         37.88%                                                         
3/27 ARM (LIBOR).........      36.88          90.04                                                          
Fixed Rate...............      88.56         100.00                                                          
                               -----         ------                                                          
 Subtotal: ..............      73.35%         40.23%                                                         
                               -----         ------                                                          
   Total:................      67.55%         53.22%                                                         
                               =====         ======                                                          

ORIGINAL INTEREST-ONLY TERM -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                      PERCENTAGE OF                                          
                                                      INTEREST-ONLY                                          
                                                        MORTGAGE                                             
                                                        LOANS BY               ADJUSTABLE  NON-ZERO          
                                         AGGREGATE      AGGREGATE    WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF      SCHEDULED      SCHEDULED     AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
  ORIGINAL INTEREST-ONLY  MORTGAGE       PRINCIPAL      PRINCIPAL      GROSS      LOAN      CREDIT   ORIGINAL
       TERM (MONTHS)        LOANS         BALANCE        BALANCE      COUPON   PERCENTAGE    SCORE     CLTV  
  ----------------------  ---------   --------------  -------------  --------  ----------  --------  --------
                                                                                                             
24.......................     16      $ 4,354,474.17       6.86%       6.709%    100.00%      643     91.36% 
36.......................      6        1,259,541.38       1.98        6.564     100.00       635     90.56  
60.......................    307       57,853,696.54      91.15        6.693      97.69       617     82.31  
                             ---      --------------     ------        -----     ------       ---     -----  
   Total:................    329      $63,467,712.09     100.00%       6.692%     97.89%      619     83.09% 
                             ===      ==============     ======        =====     ======       ===     =====  



                                           PRIMARY                                                           
  ORIGINAL INTEREST-ONLY      FULL         MORTGAGE                                                          
       TERM (MONTHS)      DOCUMENTATION   INSURANCE                                                          
  ----------------------  -------------   ---------                                                          
                                                                                                             
24.......................     50.14%        100.00%                                                          
36.......................     36.88          90.04                                                           
60.......................     75.89          34.64                                                           
                              -----         ------                                                           
   Total:................     73.35%         40.23%                                                          
                              =====         ======                                                           

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CUT-OFF DATE SCHEDULED PRINCIPAL BALANCES -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                           NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    RANGE OF SCHEDULED     MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
  PRINCIPAL BALANCES ($)     LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  -----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
     0.01 to  50,000.00 .      107     $  3,900,986.41      1.83%      9.454%     55.28%      611     87.09% 
 50,000.01 to 100,000.00.      310       23,450,462.07     10.99       7.957      74.20       609     85.62  
100,000.01 to 150,000.00.      395       48,980,399.79     22.95       7.307      83.47       614     84.47  
150,000.01 to 200,000.00.      219       37,647,655.03     17.64       7.139      85.08       615     86.46  
200,000.01 to 250,000.00.      120       27,050,041.70     12.68       6.953      74.17       623     86.49  
250,000.01 to 300,000.00.       84       22,962,290.69     10.76       6.862      79.89       613     86.03  
300,000.01 to 350,000.00.       97       31,950,408.87     14.97       6.668      80.61       630     85.31  
350,000.01 to 400,000.00.       32       11,642,791.99      5.46       6.783      87.27       640     83.77  
400,000.01 to 450,000.00.        7        2,960,019.02      1.39       6.203      85.01       654     86.39  
450,000.01 to 500,000.00.        5        2,356,862.73      1.10       6.504      79.10       633     83.62  
500,000.01 to 550,000.00.        1          503,500.00      0.24       7.500     100.00       677     95.00  
                             -----     ---------------    ------       -----     ------       ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%     80.45%      619     85.55% 
                             =====     ===============    ======       =====     ======       ===     =====  



                                            PRIMARY                                                          
    RANGE OF SCHEDULED         FULL         MORTGAGE                                                         
  PRINCIPAL BALANCES ($)   DOCUMENTATION   INSURANCE                                                         
  -----------------------  -------------   ---------                                                         
                                                                                                             
     0.01 to  50,000.00 .      87.35%        19.37%                                                          
 50,000.01 to 100,000.00.      76.32         30.88                                                           
100,000.01 to 150,000.00.      75.84         40.70                                                           
150,000.01 to 200,000.00.      71.85         55.72                                                           
200,000.01 to 250,000.00.      70.26         66.73                                                           
250,000.01 to 300,000.00.      62.65         65.42                                                           
300,000.01 to 350,000.00.      55.27         63.73                                                           
350,000.01 to 400,000.00.      43.23         62.17                                                           
400,000.01 to 450,000.00.      71.32         71.17                                                           
450,000.01 to 500,000.00.      19.80         80.33                                                           
500,000.01 to 550,000.00.       0.00          0.00                                                           
                               -----         -----                                                           
   Total:................      67.55%        53.22%                                                          
                               =====         =====                                                           

The average Cut-off Date Scheduled Principal Balance for Mortgage Loans in
Pool 2 is approximately $154,978. 

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MORTGAGE RATES -- POOL 2 MORTGAGE LOANS*

                                                        [Enlarge/Download Table]


                                                      PERCENTAGE                                           
                                                      OF MORTGAGE                                          
                                                       LOANS BY              ADJUSTABLE  NON-ZERO          
RANGE OF MORTGAGE RATES                 AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
           ON            NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
     ADJUSTABLE RATE     MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
   MORTGAGE LOANS (%)      LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
   -------------------   ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                           
Less than 5.501 ........      12     $  2,642,513.59      1.24%      5.365%    100.00%      616     82.66% 
 5.501 to  6.000........      64       15,472,473.31      7.25       5.884     100.00       640     83.01  
 6.001 to  6.500........     154       29,549,795.04     13.85       6.314     100.00       624     82.15  
 6.501 to  7.000........     260       45,784,091.82     21.45       6.829     100.00       618     84.39  
 7.001 to  7.500........     189       29,851,987.00     13.99       7.284     100.00       613     85.66  
 7.501 to  8.000........     143       20,379,803.35      9.55       7.762     100.00       605     86.33  
 8.001 to  8.500........      88       10,958,927.43      5.14       8.257     100.00       599     88.40  
 8.501 to  9.000........      76        9,459,860.76      4.43       8.782     100.00       577     87.53  
 9.001 to  9.500........      45        4,103,715.76      1.92       9.324     100.00       581     87.60  
 9.501 to 10.000........      33        3,168,647.80      1.48       9.751     100.00       592     89.66  
10.001 to 10.500........       3          177,552.02      0.08      10.286     100.00       559     88.78  
10.501 to 11.000........       2          129,463.83      0.06      10.995     100.00       537     85.00  
                           -----     ---------------     -----      ------     ------       ---     -----  
Subtotal: ..............   1,069     $171,678,831.71     80.45%      7.142%    100.00%      613     84.91% 
                           =====     ===============     =====      ======     ======       ===     =====  



RANGE OF MORTGAGE RATES                                                                                    
           ON                             PRIMARY                                                          
     ADJUSTABLE RATE         FULL         MORTGAGE                                                         
   MORTGAGE LOANS (%)    DOCUMENTATION   INSURANCE                                                         
   -------------------   -------------   ---------                                                         
                                                                                                           
Less than 5.501 ........     82.79%        58.96%                                                          
 5.501 to  6.000........     73.93         52.98                                                           
 6.001 to  6.500........     70.06         48.41                                                           
 6.501 to  7.000........     67.86         49.29                                                           
 7.001 to  7.500........     64.15         41.80                                                           
 7.501 to  8.000........     56.20         54.49                                                           
 8.001 to  8.500........     58.60         47.07                                                           
 8.501 to  9.000........     55.35         44.35                                                           
 9.001 to  9.500........     58.06         24.66                                                           
 9.501 to 10.000........     56.84         28.35                                                           
10.001 to 10.500........     24.38          0.00                                                           
10.501 to 11.000........     44.25          0.00                                                           
                             -----         -----                                                           
Subtotal: ..............     65.20%        47.46%                                                          
                             =====         =====                                                           

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                             
                                                        OF MORTGAGE                                            
                                                          LOANS BY              ADJUSTABLE   NON-ZERO          
  RANGE OF MORTGAGE RATES                 AGGREGATE      AGGREGATE   WEIGHTED     RATE      WEIGHTED   WEIGHTED
             ON            NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE     AVERAGE   AVERAGE 
     FIXED RATE MORTGAGE   MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN       CREDIT    ORIGINAL
          LOANS (%)           LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE     SCORE      CLTV 
  -----------------------  ---------   ---------------  -----------  --------  ----------   --------   --------
                                                                                                               
 Less than 5.501 ........        3     $    856,508.20      0.40%      5.334%     0.00%        689      87.74% 
  5.501 to  6.000........       22        4,685,065.35      2.20       5.886      0.00         673      84.07  
  6.001 to  6.500........       42        9,274,839.44      4.35       6.325      0.00         663      86.75  
  6.501 to  7.000........       59       10,881,287.36      5.10       6.779      0.00         653      89.24  
  7.001 to  7.500........       35        5,260,894.44      2.47       7.266      0.00         641      89.00  
  7.501 to  8.000........       35        3,621,554.37      1.70       7.811      0.00         601      85.93  
  8.001 to  8.500........       18        1,967,494.28      0.92       8.310      0.00         583      87.81  
  8.501 to  9.000........       21        1,921,378.99      0.90       8.781      0.00         629      89.06  
  9.001 to  9.500........        2          274,518.31      0.13       9.278      0.00         573      92.14  
  9.501 to 10.000........       10          632,541.24      0.30       9.857      0.00         592      90.39  
 10.001 to 10.500........       13          634,640.70      0.30      10.356      0.00         609      89.02  
 10.501 to 11.000........       15          626,324.43      0.29      10.985      0.00         620      99.95  
Greater than 11.001......       33        1,089,539.48      0.51      11.598      0.00         600      99.72  
                             -----     ---------------    ------      ------     -----         ---      -----  
 Subtotal: ..............      308     $ 41,726,586.59     19.55%      7.170%     0.00%        644      88.15% 
                             -----     ---------------    ------      ------     -----         ---      -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%    80.45%        619      85.55% 
                             =====     ===============    ======      ======     =====         ===      =====  



 RANGE OF MORTGAGE RATES                                                                                       
            ON                               PRIMARY                                                           
    FIXED RATE MORTGAGE         FULL         MORTGAGE                                                          
         LOANS (%)          DOCUMENTATION   INSURANCE                                                          
 -----------------------    -------------   ---------                                                          
                                                                                                               
 Less than 5.501 ........     100.00%        100.00%                                                           
  5.501 to  6.000........      92.82          81.76                                                            
  6.001 to  6.500........      78.60          85.74                                                            
  6.501 to  7.000........      79.04          89.26                                                            
  7.001 to  7.500........      70.32          90.31                                                            
  7.501 to  8.000........      70.20          64.75                                                            
  8.001 to  8.500........      67.36          73.48                                                            
  8.501 to  9.000........      50.91          53.04                                                            
  9.001 to  9.500........     100.00           0.00                                                            
  9.501 to 10.000........      65.35          20.31                                                            
 10.001 to 10.500........      60.34           5.22                                                            
 10.501 to 11.000........      93.24           0.00                                                            
Greater than 11.001......      84.56           2.75                                                            
                              ------         ------                                                            
 Subtotal: ..............      77.21%         76.94%                                                           
                              ------         ------                                                            
   Total:................      67.55%         53.22%                                                           
                              ======         ======                                                            

The weighted average Mortgage Rate for Adjustable Rate Mortgage Loans and 
Fixed Rate Mortgage Loans in Pool 2 is approximately 7.142% and 7.170%, 
respectively. 
---------------                                                                 
*   Reflects the Mortgage Rates for the Mortgage Loans as of the Cut-off Date.  

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ORIGINAL TERMS TO MATURITY -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 RANGE OF ORIGINAL TERMS   NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
            TO             MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
    MATURITY (MONTHS)        LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
    -----------------      ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
  1 to 180...............       69     $  3,114,483.57      1.46%     10.169%     0.00%       627     96.28% 
181 to 240...............       14        1,512,414.97      0.71       6.836     15.78        651     89.41  
241 to 360...............    1,294      208,778,519.76     97.83       7.105     82.12        619     85.36  
                             -----     ---------------    ------      ------     -----        ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                             =====     ===============    ======      ======     =====        ===     =====  



 RANGE OF ORIGINAL TERMS                    PRIMARY                                                          
            TO                 FULL         MORTGAGE                                                         
    MATURITY (MONTHS)      DOCUMENTATION   INSURANCE                                                         
    -----------------     -------------   ---------                                                          
                                                                                                             
  1 to 180...............      71.72%         12.65%                                                         
181 to 240...............      76.66         100.00                                                          
241 to 360...............      67.42          53.49                                                          
                               -----         ------                                                          
   Total:................      67.55%         53.22%                                                         
                               =====         ======                                                          

The weighted average original term to maturity for Mortgage Loans in Pool 2 is
approximately 357 months. 

REMAINING TERMS TO MATURITY -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
                                          AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 RANGE OF REMAINING TERMS  NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
            TO             MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
    MATURITY (MONTHS)        LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
    -----------------      ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
  1 to 180...............       69     $  3,114,483.57      1.46%     10.169%     0.00%       627     96.28% 
181 to 240...............       14        1,512,414.97      0.71       6.836     15.78        651     89.41  
241 to 360...............    1,294      208,778,519.76     97.83       7.105     82.12        619     85.36  
                             -----     ---------------    ------      ------     -----        ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                             =====     ===============    ======      ======     =====        ===     =====  



 RANGE OF REMAINING TERMS                   PRIMARY                                                          
            TO                 FULL         MORTGAGE                                                         
    MATURITY (MONTHS)      DOCUMENTATION   INSURANCE                                                         
    -----------------      -------------   ---------                                                         
                                                                                                             
  1 to 180...............      71.72%         12.65%                                                         
181 to 240...............      76.66         100.00                                                          
241 to 360...............      67.42          53.49                                                          
                               -----         ------                                                          
   Total:................      67.55%         53.22%                                                         
                               =====         ======                                                          

The weighted average remaining term to maturity for Mortgage Loans in Pool 2
is approximately 353 months.

S-B-21

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ORIGINAL COMBINED LOAN-TO-VALUE RATIOS -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                         PERCENTAGE                                           
                                                         OF MORTGAGE                                          
    RANGE OF ORIGINAL                                     LOANS BY              ADJUSTABLE  NON-ZERO          
         COMBINED                         AGGREGATE       AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 LOAN-TO-VALUE RATIOS OF    NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   FIRST LIEN MORTGAGE      MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
        LOANS (%)             LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
 -----------------------    ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                              
Less than 60.001.........       25     $  3,657,535.65      1.71%      6.834%    84.44%       608     51.22%  
60.001 to 70.000.........       56        8,996,082.25      4.22       6.765     93.25        599     66.94   
70.001 to 80.000.........      353       50,836,394.53     23.82       6.861     93.39        615     78.59   
80.001 to 85.000                                                                                              
   With Primary Mortgage                                                                                      
   Insurance: ...........      158       31,074,936.69     14.56       6.843     70.01        616     84.47   
   Without Primary                                                                                            
   Mortgage Insurance:...       54        5,912,828.67      2.77       8.264     83.54        561     84.67   
85.001 to 90.000                                                                                              
   With Primary Mortgage                                                                                      
   Insurance:............      308       55,545,536.54     26.03       7.118     75.25        627     89.54   
   Without Primary                                                                                            
   Mortgage Insurance: ..      121       15,080,292.34      7.07       8.001     91.54        586     89.83   
90.001 to 95.000                                                                                              
   With Primary Mortgage                                                                                      
   Insurance:............      153       26,959,203.94     12.63       6.918     66.49        655     94.56   
   Without Primary                                                                                            
   Mortgage Insurance: ..       86       12,880,942.97      6.04       7.752     97.07        619     94.89   
                             -----     ---------------     -----       -----     -----        ---     -----   
    Subtotal: ...........    1,314     $210,943,753.58     98.85%      7.104%    81.39%       619     85.38%  
                             =====     ===============     =====       =====     =====        ===     =====   



    RANGE OF ORIGINAL                                                                                         
         COMBINED                                                                                             
 LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                            
   FIRST LIEN MORTGAGE        FULL         MORTGAGE                                                           
        LOANS (%)         DOCUMENTATION   INSURANCE                                                           
 -----------------------  -------------   ---------                                                           
                                                                                                              
Less than 60.001.........      42.06%          0.00%                                                          
60.001 to 70.000.........      42.06           0.00                                                           
70.001 to 80.000.........      84.95           0.00                                                           
80.001 to 85.000                                                                                              
   With Primary Mortgage                                                                                      
   Insurance: ...........      57.71         100.00                                                           
   Without Primary                                                                                            
   Mortgage Insurance:...      71.81           0.00                                                           
85.001 to 90.000                                                                                              
   With Primary Mortgage                                                                                      
   Insurance:............      66.66         100.00                                                           
   Without Primary                                                                                            
   Mortgage Insurance: ..      59.04           0.00                                                           
90.001 to 95.000                                                                                              
   With Primary Mortgage                                                                                      
   Insurance:............      78.04         100.00                                                           
   Without Primary                                                                                            
   Mortgage Insurance: ..      34.42           0.00                                                           
                               -----         ------                                                           
    Subtotal: ...........      67.36%         53.84%                                                          
                               =====         ======                                                           

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
     RANGE OF ORIGINAL                                   LOANS BY              ADJUSTABLE  NON-ZERO          
          COMBINED                        AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
  LOAN-TO-VALUE RATIOS OF  NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    SECOND LIEN MORTGAGE   MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
         LOANS (%)           LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  -----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
95.001 to 100.000........       63     $  2,461,664.72      1.15%     10.874%     0.00%       632     99.99% 
                             -----     ---------------    ------      ------     -----        ---     -----  
 Subtotal: ..............       63     $  2,461,664.72      1.15%     10.874%     0.00%       632     99.99% 
                             -----     ---------------    ------      ------     -----        ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                             =====     ===============    ======      ======     =====        ===     =====  



     RANGE OF ORIGINAL                                                                                       
          COMBINED                                                                                           
  LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                          
    SECOND LIEN MORTGAGE       FULL         MORTGAGE                                                         
         LOANS (%)         DOCUMENTATION   INSURANCE                                                         
  -----------------------  -------------   ---------                                                         
                                                                                                             
95.001 to 100.000........      83.84%         0.00%                                                          
                               -----         -----                                                           
 Subtotal: ..............      83.84%         0.00%                                                          
                               -----         -----                                                           
   Total:................      67.55%        53.22%                                                          
                               =====         =====                                                           

The weighted average original Combined Loan-to-Value Ratio for First Lien 
Mortgage Loans and Second Lien Mortgage Loans in Pool 2 is approximately
85.38% and 99.99%, respectively.

S-B-22

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ORIGINAL EFFECTIVE COMBINED LOAN-TO-VALUE RATIOS -- POOL 2 MORTGAGE LOANS*

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
   RANGE OF ORIGINAL                                    OF MORTGAGE                                          
       EFFECTIVE                                         LOANS BY              ADJUSTABLE  NON-ZERO          
 COMBINED LOAN-TO-VALUE                   AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
       RATIOS OF           NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
  FIRST LIEN MORTGAGE      MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
       LOANS (%)             LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
 ----------------------    ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
Less than 60.001.........      433     $ 84,544,478.89     39.62%      6.983%    77.62%       624     88.30% 
60.001 to 70.000.........      267       41,688,816.18     19.54       6.956     65.56        635     83.28  
70.001 to 80.000.........      353       50,836,394.53     23.82       6.861     93.39        615     78.59  
80.001 to 85.000                                                                                             
   Without Primary                                                                                           
   Mortgage Insurance:...       54        5,912,828.67      2.77       8.264     83.54        561     84.67  
85.001 to 90.000                                                                                             
   Without Primary                                                                                           
   Mortgage Insurance:...      121       15,080,292.34      7.07       8.001     91.54        586     89.83  
90.001 to 95.000                                                                                             
   Without Primary                                                                                           
   Mortgage Insurance:...       86       12,880,942.97      6.04       7.752     97.07        619     94.89  
                             -----     ---------------     -----       -----     -----        ---     -----  
    Subtotal: ...........    1,314     $210,943,753.58     98.85%      7.104%    81.39%       619     85.38% 
                             =====     ===============     =====       =====     =====        ===     =====  



    RANGE OF ORIGINAL                                                                                        
        EFFECTIVE                                                                                            
  COMBINED LOAN-TO-VALUE                                                                                     
        RATIOS OF                          PRIMARY                                                           
   FIRST LIEN MORTGAGE        FULL         MORTGAGE                                                          
        LOANS (%)         DOCUMENTATION   INSURANCE                                                          
  ----------------------  -------------   ---------                                                          
                                                                                                             
Less than 60.001.........      66.43%        95.67%                                                          
60.001 to 70.000.........      60.35         78.42                                                           
70.001 to 80.000.........      84.95          0.00                                                           
80.001 to 85.000                                                                                             
   Without Primary                                                                                           
   Mortgage Insurance:...      71.81          0.00                                                           
85.001 to 90.000                                                                                             
   Without Primary                                                                                           
   Mortgage Insurance:...      59.04          0.00                                                           
90.001 to 95.000                                                                                             
   Without Primary                                                                                           
   Mortgage Insurance:...      34.42          0.00                                                           
                               -----         -----                                                           
    Subtotal: ...........      67.36%        53.84%                                                          
                               =====         =====                                                           

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
    RANGE OF ORIGINAL                                    LOANS BY              ADJUSTABLE  NON-ZERO          
    EFFECTIVE COMBINED                    AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 LOAN-TO-VALUE RATIOS OF   NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   SECOND LIEN MORTGAGE    MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
        LOANS (%)            LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
 -----------------------   ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
95.001 to 100.000........       63     $  2,461,664.72      1.15%     10.874%     0.00%       632     99.99% 
                             -----     ---------------    ------      ------     -----        ---     -----  
 Subtotal: ..............       63     $  2,461,664.72      1.15%     10.874%     0.00%       632     99.99% 
                             -----     ---------------    ------      ------     -----        ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                             =====     ===============    ======      ======     =====        ===     =====  



    RANGE OF ORIGINAL                                                                                        
    EFFECTIVE COMBINED                                                                                       
 LOAN-TO-VALUE RATIOS OF                   PRIMARY                                                           
   SECOND LIEN MORTGAGE       FULL         MORTGAGE                                                          
        LOANS (%)         DOCUMENTATION   INSURANCE                                                          
 -----------------------  -------------   ---------                                                          
                                                                                                             
95.001 to 100.000........      83.84%         0.00%                                                          
                               -----         -----                                                           
 Subtotal: ..............      83.84%         0.00%                                                          
                               -----         -----                                                           
   Total:................      67.55%        53.22%                                                          
                               =====         =====                                                           

The weighted average original effective Combined Loan-to-Value Ratio for First
Lien Mortgage Loans and Second Lien Mortgage Loans in Pool 2 is approximately 
69.46% and 99.99%, respectively.
---------------                                                                 
*   Reflects the Combined Loan-to-Value Ratio, after taking any primary         
mortgage insurance into account.                                        

S-B-23

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ORIGINAL FULL COMBINED LOAN-TO-VALUE RATIOS -- POOL 2 MORTGAGE LOANS* 

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
  RANGE OF ORIGINAL FULL                                 LOANS BY              ADJUSTABLE  NON-ZERO          
         COMBINED                         AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
 LOAN-TO-VALUE RATIOS OF   NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
   FIRST LIEN MORTGAGE     MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
        LOANS (%)            LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
------------------------   ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
Less than  60.001........       24     $  3,519,535.65      1.65%      6.866%    83.83%       608     50.97% 
60.001 to  70.000........       38        8,059,967.49      3.78       6.732     94.02        599     67.06  
70.001 to  80.000........      120       20,072,128.81      9.41       7.026     88.75        607     76.89  
80.001 to  85.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      152       30,323,419.03     14.21       6.822     69.49        616     84.46  
   Without Primary                                                                                           
   Mortgage Insurance:...       39        4,541,893.44      2.13       8.155     81.62        563     84.66  
85.001 to  90.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      291       53,780,336.57     25.20       7.097     75.45        626     89.50  
   Without Primary                                                                                           
   Mortgage Insurance:...       93       12,732,675.38      5.97       7.879     92.05        586     89.63  
90.001 to  95.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      165       28,168,818.56     13.20       6.945     66.65        655     94.35  
   Without Primary                                                                                           
   Mortgage Insurance:...      105       14,443,882.63      6.77       7.815     95.04        613     94.23  
95.001 to 100.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........       11        1,307,103.01      0.61       7.882     80.35        651     88.19  
   Without Primary                                                                                           
   Mortgage Insurance:...      276       33,993,993.01     15.93       6.893     96.21        616     79.78  
                             -----     ---------------     -----       -----     -----        ---     -----  
   Subtotal:.............    1,314     $210,943,753.58     98.85%      7.104%    81.39%       619     85.38% 
                             =====     ===============     =====       =====     =====        ===     =====  



   RANGE OF ORIGINAL FULL                                                                                    
          COMBINED                                                                                           
  LOAN-TO-VALUE RATIOS OF                    PRIMARY                                                         
    FIRST LIEN MORTGAGE         FULL         MORTGAGE                                                        
         LOANS (%)          DOCUMENTATION   INSURANCE                                                        
 ------------------------   -------------   ---------                                                        
                                                                                                             
Less than  60.001........      39.79%          0.00%                                                         
60.001 to  70.000........      35.83           0.00                                                          
70.001 to  80.000........      68.89           0.00                                                          
80.001 to  85.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      57.88         100.00                                                          
   Without Primary                                                                                           
   Mortgage Insurance:...      69.47           0.00                                                          
85.001 to  90.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      66.45         100.00                                                          
   Without Primary                                                                                           
   Mortgage Insurance:...      54.69           0.00                                                          
90.001 to  95.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      76.77         100.00                                                          
   Without Primary                                                                                           
   Mortgage Insurance:...      38.71           0.00                                                          
95.001 to 100.000                                                                                            
   With Primary Mortgage                                                                                     
   Insurance: ...........      83.38         100.00                                                          
   Without Primary                                                                                           
   Mortgage Insurance:...      94.91           0.00                                                          
                               -----         ------                                                          
   Subtotal:.............      67.36%         53.84%                                                         
                               =====         ======                                                          

                                                        [Enlarge/Download Table]


                                                          PERCENTAGE                                              
                                                         OF MORTGAGE                                              
   RANGE OF ORIGINAL FULL                                  LOANS BY               ADJUSTABLE   NON-ZERO           
          COMBINED                         AGGREGATE       AGGREGATE   WEIGHTED      RATE      WEIGHTED   WEIGHTED
  LOAN-TO-VALUE RATIOS OF   NUMBER OF      SCHEDULED       SCHEDULED    AVERAGE    MORTGAGE     AVERAGE   AVERAGE 
    SECOND LIEN MORTGAGE    MORTGAGE       PRINCIPAL       PRINCIPAL     GROSS       LOAN       CREDIT    ORIGINAL
         LOANS (%)           LOANS          BALANCE         BALANCE     COUPON    PERCENTAGE     SCORE      CLTV  
 ------------------------  ---------   ---------------   -----------  --------   ----------   --------   -------- 
                                                                                                                  
95.001 to 100.000........        63     $  2,461,664.72       1.15%     10.874%      0.00%        632      99.99% 
                              -----     ---------------     ------      ------      -----         ---      -----  
 Subtotal: ..............        63     $  2,461,664.72       1.15%     10.874%      0.00%        632      99.99% 
                              -----     ---------------     ------      ------      -----         ---      -----  
   Total:................     1,377     $213,405,418.30     100.00%      7.147%     80.45%        619      85.55% 
                              =====     ===============     ======      ======      =====         ===      =====  



   RANGE OF ORIGINAL FULL                                                                                         
          COMBINED                                                                                                
  LOAN-TO-VALUE RATIOS OF                     PRIMARY                                                             
    SECOND LIEN MORTGAGE         FULL         MORTGAGE                                                            
         LOANS (%)           DOCUMENTATION   INSURANCE                                                            
 ------------------------    -------------   ---------                                                            
                                                                                                                  
95.001 to 100.000........       83.84%         0.00%                                                              
                                -----         -----                                                               
 Subtotal: ..............       83.84%         0.00%                                                              
                                -----         -----                                                               
   Total:................       67.55%        53.22%                                                              
                                =====         =====                                                               

The weighted average original full Combined Loan-to-Value Ratio for First Lien
Mortgage Loans and Second Lien Mortgage Loans in Pool 2 is approximately
88.80% and 99.99%, respectively.
---------------                                                                 
*   Reflects the Combined Loan-to-Value Ratio, including any subordinate liens, 
whether or not such subordinate liens are owned by the Trust Fund.      

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LIEN PRIORITY -- POOL 2 MORTGAGE LOANS

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                                                         PERCENTAGE                                                
                                                         OF MORTGAGE                                               
                                                          LOANS BY                ADJUSTABLE   NON-ZERO            
                                          AGGREGATE       AGGREGATE    WEIGHTED      RATE      WEIGHTED   WEIGHTED 
                           NUMBER OF      SCHEDULED       SCHEDULED     AVERAGE    MORTGAGE     AVERAGE   AVERAGE  
                            MORTGAGE      PRINCIPAL       PRINCIPAL      GROSS       LOAN       CREDIT    ORIGINAL 
      LIEN PRIORITY          LOANS         BALANCE         BALANCE      COUPON    PERCENTAGE     SCORE      CLTV   
      -------------         ---------   ---------------   -----------   --------   ----------   --------   --------
                                                                                                                   
1st Lien.................    1,314     $210,943,753.58      98.85%       7.104%     81.39%        619      85.38%  
2nd Lien.................       63        2,461,664.72       1.15       10.874       0.00         632      99.99   
                             -----     ---------------     ------       ------      -----         ---      -----   
   Total:................    1,377     $213,405,418.30     100.00%       7.147%     80.45%        619      85.55%  
                             =====     ===============     ======       ======      =====         ===      =====   



                                            PRIMARY                                                                
                               FULL         MORTGAGE                                                               
      LIEN PRIORITY       DOCUMENTATION    INSURANCE                                                               
      -------------       -------------    ---------                                                               
                                                                                                                   
1st Lien.................      67.36%        53.84%                                                                
2nd Lien.................      83.84          0.00                                                                 
                               -----         -----                                                                 
   Total:................      67.55%        53.22%                                                                
                               =====         =====                                                                 

GEOGRAPHIC DISTRIBUTION -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                       PERCENTAGE                                           
                                                       OF MORTGAGE                                          
                                                        LOANS BY              ADJUSTABLE  NON-ZERO          
                                         AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                           MORTGAGE       PRINCIPAL      PRINCIPAL    GROSS      LOAN      CREDIT   ORIGINAL
         LOCATION           LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
         --------         ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                            
California...............     183     $ 48,258,235.65     22.61%      6.606%    80.24%       628     84.19% 
Arizona..................     163       22,021,576.07     10.32       7.101     90.21        610     84.52  
Illinios.................      94       14,979,066.18      7.02       7.176     88.49        625     87.15  
Florida..................      95       14,272,166.25      6.69       7.386     81.72        623     86.09  
Colorado.................      70       10,896,842.63      5.11       6.846     93.24        614     84.36  
Michigan.................      75        8,087,498.45      3.79       7.608     85.90        615     86.76  
Ohio.....................      78        7,703,659.11      3.61       7.421     52.27        599     88.30  
New York.................      27        6,434,524.00      3.02       7.098     55.78        618     89.31  
New Jersey...............      32        6,393,273.65      3.00       7.397     87.88        619     85.62  
Nevada...................      26        5,651,007.97      2.65       6.889     81.23        611     86.78  
Other....................     534       68,707,568.34     32.20       7.453     77.49        619     85.64  
                            -----     ---------------    ------       -----     -----        ---     -----  
   Total:................   1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                            =====     ===============    ======       =====     =====        ===     =====  



                                            PRIMARY                                                         
                               FULL         MORTGAGE                                                        
         LOCATION          DOCUMENTATION   INSURANCE                                                        
         --------          -------------   ---------                                                        
                                                                                                            
California...............     52.08%        62.54%                                                          
Arizona..................     86.99         33.24                                                           
Illinios.................     66.39         64.67                                                           
Florida..................     60.99         64.83                                                           
Colorado.................     86.04         36.36                                                           
Michigan.................     68.77         37.17                                                           
Ohio.....................     78.83         48.55                                                           
New York.................     58.84         88.96                                                           
New Jersey...............     72.17         57.28                                                           
Nevada...................     49.12         86.69                                                           
Other....................     71.37         46.78                                                           
                              -----         -----                                                           
   Total:................     67.55%        53.22%                                                          
                              =====         =====                                                           

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PROPERTY TYPE -- POOL 2 MORTGAGE LOANS

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                                                       PERCENTAGE                                            
                                                       OF MORTGAGE                                           
                                                        LOANS BY              ADJUSTABLE  NON-ZERO           
                                         AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED 
                          NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE  
                           MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
      PROPERTY TYPE         LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV   
      -------------       ---------   ---------------  -----------  --------  ----------  --------  -------- 
                                                                                                             
Single Family............   1,015     $149,856,673.63     70.22%      7.154%    79.11%       615     85.63%  
Planned Unit Development.     147       25,522,937.93     11.96       7.084     87.20        613     85.10   
Two- to Four-Family......     129       24,494,397.55     11.48       7.287     77.31        644     85.41   
Condominium..............      86       13,531,409.19      6.34       6.935     88.17        638     85.74   
                            -----     ---------------    ------       -----     -----        ---     -----   
   Total:................   1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55%  
                            =====     ===============    ======       =====     =====        ===     =====   



                                           PRIMARY                                                           
                               FULL        MORTGAGE                                                          
      PROPERTY TYPE       DOCUMENTATION   INSURANCE                                                          
      -------------       -------------   ---------                                                          
                                                                                                             
Single Family............     69.93%        51.71%                                                           
Planned Unit Development.     70.00         48.99                                                            
Two- to Four-Family......     54.47         62.25                                                            
Condominium..............     60.32         61.68                                                            
                              -----         -----                                                            
   Total:................     67.55%        53.22%                                                           
                              =====         =====                                                            

LOAN PURPOSE -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                       PERCENTAGE                                            
                                                       OF MORTGAGE                                           
                                                        LOANS BY              ADJUSTABLE  NON-ZERO           
                                         AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED 
                          NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE  
                           MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
       LOAN PURPOSE         LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV   
       ------------       ---------   ---------------  -----------  --------  ----------  --------  -------- 
                                                                                                             
Cash Out Refinance.......     689     $126,489,145.34     59.27%      7.003%    75.64%       619     85.94%  
Purchase.................     483       49,520,041.54     23.20       7.659     88.17        624     85.36   
Debt Consolidation.......     121       22,580,158.91     10.58       6.949     95.80        614     83.83   
Rate/Term Refinance......      84       14,816,072.51      6.94       6.976     72.26        618     85.43   
                            -----     ---------------    ------       -----     -----        ---     -----   
   Total:................   1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55%  
                            =====     ===============    ======       =====     =====        ===     =====   



                                           PRIMARY                                                           
                              FULL         MORTGAGE                                                          
       LOAN PURPOSE       DOCUMENTATION   INSURANCE                                                          
       ------------       -------------   ---------                                                          
                                                                                                             
Cash Out Refinance.......     63.29%        63.97%                                                           
Purchase.................     74.27         33.81                                                            
Debt Consolidation.......     80.43         35.81                                                            
Rate/Term Refinance......     61.83         52.87                                                            
                              -----         -----                                                            
   Total:................     67.55%        53.22%                                                           
                              =====         =====                                                            

OCCUPANCY STATUS -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                       PERCENTAGE                                           
                                                       OF MORTGAGE                                          
                                                        LOANS BY              ADJUSTABLE  NON-ZERO          
                                         AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                           MORTGAGE      PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
     OCCUPANCY STATUS       LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
     ----------------     ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                            
Primary Home.............   1,145     $181,221,039.14     84.92%      7.075%    80.25%       613     85.55% 
Investment...............     214       28,722,677.41     13.46       7.612     83.11        653     85.47  
Second Home..............      18        3,461,701.75      1.62       7.095     68.80        649     85.87  
                            -----     ---------------    ------       -----     -----        ---     -----  
   Total:................   1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                            =====     ===============    ======       =====     =====        ===     =====  



                                           PRIMARY                                                          
                              FULL         MORTGAGE                                                         
     OCCUPANCY STATUS     DOCUMENTATION   INSURANCE                                                         
     ----------------     -------------   ---------                                                         
                                                                                                            
Primary Home.............     69.63%        51.55%                                                          
Investment...............     54.85         59.34                                                           
Second Home..............     64.34         90.23                                                           
                              -----         -----                                                           
   Total:................     67.55%        53.22%                                                          
                              =====         =====                                                           

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LOAN DOCUMENTATION -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                         PERCENTAGE                                               
                                                         OF MORTGAGE                                              
                                                          LOANS BY                ADJUSTABLE   NON-ZERO           
                                          AGGREGATE       AGGREGATE    WEIGHTED      RATE      WEIGHTED   WEIGHTED
                           NUMBER OF      SCHEDULED       SCHEDULED     AVERAGE    MORTGAGE     AVERAGE   AVERAGE 
                           MORTGAGE       PRINCIPAL       PRINCIPAL      GROSS       LOAN       CREDIT    ORIGINAL
    LOAN DOCUMENTATION       LOANS         BALANCE         BALANCE      COUPON    PERCENTAGE     SCORE      CLTV  
    ------------------    ---------   ---------------   -----------   --------   ----------   --------   -------- 
                                                                                                                  
Full Documentation.......    1,003     $144,159,159.68      67.55%       7.064%     77.65%        615      85.58% 
Stated Documentation.....      338       62,191,065.14      29.14        7.359      88.29         631      85.04  
Limited Documentation....       36        7,055,193.48       3.31        6.977      68.47         599      89.30  
                             -----     ---------------     ------        -----      -----         ---      -----  
   Total:................    1,377     $213,405,418.30     100.00%       7.147%     80.45%        619      85.55% 
                             =====     ===============     ======        =====      =====         ===      =====  



                                            PRIMARY                                                               
                               FULL         MORTGAGE                                                              
    LOAN DOCUMENTATION     DOCUMENTATION   INSURANCE                                                              
    ------------------     -------------   ---------                                                              
                                                                                                                  
Full Documentation.......     100.00%        52.72%                                                               
Stated Documentation.....       0.00         50.92                                                                
Limited Documentation....       0.00         83.74                                                                
                              ------         -----                                                                
   Total:................      67.55%        53.22%                                                               
                              ======         =====                                                                

CREDIT SCORES -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                       PERCENTAGE                                           
                                                       OF MORTGAGE                                          
                                                        LOANS BY              ADJUSTABLE  NON-ZERO          
                                         AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
                          NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                          MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
  RANGE OF CREDIT SCORES    LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  ----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                            
500 to 520...............      31     $  3,681,313.51      1.73%      7.847%    72.69%       509     76.14% 
521 to 540...............      67        9,183,534.85      4.30       7.980     92.31        531     82.42  
541 to 560...............     106       16,985,784.82      7.96       7.764     93.68        552     84.33  
561 to 580...............     105       12,664,347.72      5.93       7.681     82.00        572     85.06  
581 to 600...............     226       30,969,649.27     14.51       7.314     89.80        590     83.84  
601 to 620...............     254       39,433,140.61     18.48       7.049     87.60        610     86.00  
621 to 640...............     191       32,949,003.69     15.44       6.873     82.11        629     85.73  
641 to 660...............     158       26,813,264.50     12.56       6.854     63.15        650     86.94  
661 to 680...............      92       15,120,021.17      7.09       6.948     78.33        669     88.44  
681 to 700...............      60       11,217,826.45      5.26       6.710     79.42        688     84.74  
701 to 720...............      40        6,741,113.96      3.16       6.880     56.64        707     89.78  
721 to 740...............      22        3,406,242.17      1.60       7.014     42.90        728     89.30  
741 to 760...............      15        2,963,095.25      1.39       6.828     47.71        749     88.08  
761 to 780...............       6          931,148.04      0.44       6.313     29.42        767     82.27  
781 and above............       4          345,932.29      0.16       7.237     48.20        800     89.14  
                            -----     ---------------    ------       -----     -----        ---     -----  
   Total:................   1,377     $213,405,418.30    100.00%      7.147%    80.45%       619     85.55% 
                            =====     ===============    ======       =====     =====        ===     =====  



                                           PRIMARY                                                          
                              FULL         MORTGAGE                                                         
  RANGE OF CREDIT SCORES  DOCUMENTATION   INSURANCE                                                         
  ----------------------  -------------   ---------                                                         
                                                                                                            
500 to 520...............     77.69%        20.31%                                                          
521 to 540...............     81.51         33.85                                                           
541 to 560...............     61.81         42.97                                                           
561 to 580...............     77.41         46.45                                                           
581 to 600...............     76.18         33.88                                                           
601 to 620...............     73.22         45.76                                                           
621 to 640...............     65.66         63.07                                                           
641 to 660...............     63.65         71.45                                                           
661 to 680...............     52.41         70.60                                                           
681 to 700...............     48.81         64.03                                                           
701 to 720...............     52.41         69.45                                                           
721 to 740...............     69.51         84.06                                                           
741 to 760...............     62.42         71.12                                                           
761 to 780...............     90.93         41.80                                                           
781 and above............    100.00         48.20                                                           
                             ------         -----                                                           
   Total:................     67.55%        53.22%                                                          
                             ======         =====                                                           

The weighted average Credit Score for Mortgage Loans in Pool 2 is               
approximately 619.

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DEBT-TO-INCOME RATIO (WITH FULL DOCUMENTATION) -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
                                                         LOANS BY              ADJUSTABLE  NON-ZERO          
 RANGE OF DEBT-TO-INCOME                  AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
         RATIOS OF         NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
    MORTGAGE LOANS WITH    MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
  FULL DOCUMENTATION (%)     LOANS         BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
  -----------------------  ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
Not Available............        1     $    139,203.09      0.07%      9.745%    100.00%      609     85.00% 
 0.01 to  5.00...........        2          358,822.96      0.17       7.801     100.00       677     90.00  
 5.01 to 10.00...........        7        1,092,296.28      0.51       7.286      89.50       626     86.80  
10.01 to 15.00...........       14        1,537,754.59      0.72       7.741      54.62       643     85.23  
15.01 to 20.00...........       42        5,764,062.91      2.70       7.035      81.40       615     82.48  
20.01 to 25.00...........       59        8,078,519.24      3.79       7.099      85.34       633     86.56  
25.01 to 30.00...........       85       10,989,611.29      5.15       7.228      77.46       611     83.49  
30.01 to 35.00...........      143       22,671,994.55     10.62       7.012      76.09       618     85.96  
35.01 to 40.00...........      161       24,125,517.51     11.31       6.948      76.38       620     84.93  
40.01 to 45.00...........      237       33,816,776.12     15.85       7.060      79.82       614     85.85  
45.01 to 50.00...........      242       34,114,582.89     15.99       7.035      74.42       608     86.53  
50.01 to 55.00...........       10        1,470,018.25      0.69       7.956     100.00       572     83.26  
                             -----     ---------------     -----       -----     ------       ---     -----  
   Subtotal:.............    1,003     $144,159,159.68     67.55%      7.064%     77.65%      615     85.58% 
                             =====     ===============     =====       =====     ======       ===     =====  



 RANGE OF DEBT-TO-INCOME                                                                                     
         RATIOS OF                          PRIMARY                                                          
    MORTGAGE LOANS WITH        FULL         MORTGAGE                                                         
  FULL DOCUMENTATION (%)   DOCUMENTATION   INSURANCE                                                         
  -----------------------  -------------   ---------                                                         
                                                                                                             
Not Available............     100.00%          0.00%                                                         
 0.01 to  5.00...........     100.00         100.00                                                          
 5.01 to 10.00...........     100.00          53.19                                                          
10.01 to 15.00...........     100.00          24.33                                                          
15.01 to 20.00...........     100.00          45.95                                                          
20.01 to 25.00...........     100.00          69.09                                                          
25.01 to 30.00...........     100.00          44.34                                                          
30.01 to 35.00...........     100.00          59.96                                                          
35.01 to 40.00...........     100.00          52.23                                                          
40.01 to 45.00...........     100.00          50.93                                                          
45.01 to 50.00...........     100.00          52.35                                                          
50.01 to 55.00...........     100.00          20.78                                                          
                              ------         ------                                                          
   Subtotal:.............     100.00%         52.72%                                                         
                              ======         ======                                                          

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DEBT-TO-INCOME RATIO (WITH NON-FULL DOCUMENTATION) -- POOL 2 MORTGAGE LOANS 

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                                                        PERCENTAGE                                           
                                                        OF MORTGAGE                                          
 RANGE OF DEBT-TO-INCOME                                 LOANS BY              ADJUSTABLE  NON-ZERO          
         RATIOS OF                        AGGREGATE      AGGREGATE   WEIGHTED     RATE     WEIGHTED  WEIGHTED
    MORTGAGE LOANS WITH    NUMBER OF      SCHEDULED      SCHEDULED    AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
  NON-FULL DOCUMENTATION   MORTGAGE       PRINCIPAL      PRINCIPAL     GROSS      LOAN      CREDIT   ORIGINAL
            (%)             LOANS          BALANCE        BALANCE     COUPON   PERCENTAGE    SCORE     CLTV  
-----------------------    ---------   ---------------  -----------  --------  ----------  --------  --------
                                                                                                             
 0.01 to  5.00...........        2     $    170,583.77      0.08%      7.806%      0.00%      694     88.23% 
 5.01 to 10.00...........        2          507,353.24      0.24       6.906      34.20       618     86.80  
10.01 to 15.00...........        9          974,990.94      0.46       7.716      69.63       612     87.15  
15.01 to 20.00...........       21        3,874,798.39      1.82       7.156      87.92       642     84.79  
20.01 to 25.00...........       36        5,612,513.91      2.63       7.378      79.56       645     83.71  
25.01 to 30.00...........       35        5,397,249.00      2.53       7.314      89.84       641     87.80  
30.01 to 35.00...........       62       13,064,887.17      6.12       7.185      88.80       629     85.33  
35.01 to 40.00...........       66       10,981,551.10      5.15       7.349      93.78       627     84.10  
40.01 to 45.00...........       93       18,725,748.41      8.77       7.217      87.61       625     84.38  
45.01 to 50.00...........       46        9,582,285.35      4.49       7.683      78.32       608     89.10  
50.01 to 55.00...........        2          354,297.34      0.17       7.289     100.00       610     84.98  
                             -----     ---------------    ------       -----     ------       ---     -----  
 Subtotal: ..............      374     $ 69,246,258.62     32.45%      7.320%     86.27%      627     85.47% 
                             -----     ---------------    ------       -----     ------       ---     -----  
   Total:................    1,377     $213,405,418.30    100.00%      7.147%     80.45%      619     85.55% 
                             =====     ===============    ======       =====     ======       ===     =====  



 RANGE OF DEBT-TO-INCOME                                                                                     
         RATIOS OF                                                                                           
    MORTGAGE LOANS WITH                    PRIMARY                                                           
  NON-FULL DOCUMENTATION      FULL         MORTGAGE                                                          
            (%)           DOCUMENTATION   INSURANCE                                                          
-----------------------   -------------   ---------                                                          
                                                                                                             
 0.01 to  5.00...........       0.00%        100.00%                                                         
 5.01 to 10.00...........       0.00          65.80                                                          
10.01 to 15.00...........       0.00          73.88                                                          
15.01 to 20.00...........       0.00          36.34                                                          
20.01 to 25.00...........       0.00          61.52                                                          
25.01 to 30.00...........       0.00          70.69                                                          
30.01 to 35.00...........       0.00          55.44                                                          
35.01 to 40.00...........       0.00          45.72                                                          
40.01 to 45.00...........       0.00          50.98                                                          
45.01 to 50.00...........       0.00          57.50                                                          
50.01 to 55.00...........       0.00         100.00                                                          
                               -----         ------                                                          
 Subtotal: ..............       0.00%         54.26%                                                         
                               -----         ------                                                          
   Total:................      67.55%         53.22%                                                         
                               =====         ======                                                          

The weighted average Debt-to-Income Ratio for Mortgage Loans with full          
documentation and non-full documentation in Pool 2 (for which the Debt-to-      
Income Ratio is available or can be determined) is approximately 38.05% and     
36.08%, respectively. 

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PREPAYMENT PREMIUM TERM BY LOAN TYPE -- POOL 2 MORTGAGE LOANS ($) 

                                                        [Enlarge/Download Table]


                                                  PRINCIPAL BALANCE OF   PRINCIPAL BALANCE OF  PRINCIPAL BALANCE OF
                           PRINCIPAL BALANCE OF    MORTGAGE LOANS WITH   MORTGAGE LOANS WITH    MORTGAGE LOANS WITH
                            MORTGAGE LOANS WITH      PREMIUM TERMS OF       PREMIUM TERMS OF      PREMIUM TERMS OF 
        LOAN TYPE              NO PREMIUM             1-12 MONTHS           13-24 MONTHS          25-36 MONTHS     
        ---------          --------------------   --------------------   --------------------  --------------------
                                                                                                                   
2/28 ARM (LIBOR).........     $26,056,608.55          $6,055,336.85        $103,119,118.32        $17,490,686.75   
Fixed Rate...............       8,908,749.29           2,644,330.34           3,172,575.37         24,663,245.20   
3/27 ARM (LIBOR).........      12,765,212.72             135,202.58             607,749.47          4,598,323.54   
Balloon..................         948,093.13              48,355.53           1,341,237.73                  0.00   
5/25 ARM (LIBOR).........         343,411.79                   0.00                   0.00            268,524.64   
2/18 ARM (LIBOR).........               0.00                   0.00             121,199.68                  0.00   
3/17 ARM (LIBOR).........               0.00                   0.00                   0.00            117,456.82   
                              --------------          -------------        ---------------        --------------   
   Total:................     $49,022,075.48          $8,883,225.30        $108,361,880.57        $47,138,236.95   
                              ==============          =============        ===============        ==============   



                           PRINCIPAL BALANCE OF   PRINCIPAL BALANCE OF                                             
                           MORTGAGE LOANS WITH     MORTGAGE LOANS WITH                                             
                             PREMIUM TERMS OF       PREMIUM TERMS OF                                               
        LOAN TYPE             37-48 MONTHS           49-60 MONTHS            TOTAL                                 
        ---------         --------------------   --------------------   ---------------                            
                                                                                                                   
2/28 ARM (LIBOR).........         $0.00                   $0.00          $152,721,750.47                           
Fixed Rate...............          0.00                    0.00            39,388,900.20                           
3/27 ARM (LIBOR).........          0.00                    0.00            18,106,488.31                           
Balloon..................          0.00                    0.00             2,337,686.39                           
5/25 ARM (LIBOR).........          0.00                    0.00               611,936.43                           
2/18 ARM (LIBOR).........          0.00                    0.00               121,199.68                           
3/17 ARM (LIBOR).........          0.00                    0.00               117,456.82                           
                                  -----                   -----          ---------------                           
   Total:................         $0.00                   $0.00          $213,405,418.30                           
                                  =====                   =====          ===============                           

PREPAYMENT PREMIUM TERM BY LOAN TYPE -- POOL 2 MORTGAGE LOANS (%) 

                                                        [Enlarge/Download Table]


                                                  PERCENTAGE OF        PERCENTAGE OF        PERCENTAGE OF   
                             PERCENTAGE OF     MORTGAGE LOANS WITH  MORTGAGE LOANS WITH  MORTGAGE LOANS WITH
                          MORTGAGE LOANS WITH    PREMIUM TERMS OF    PREMIUM TERMS OF      PREMIUM TERMS OF 
        LOAN TYPE            NO PREMIUM           1-12 MONTHS         13-24 MONTHS          25-36 MONTHS    
        ---------         -------------------  -------------------  -------------------  -------------------
                                                                                                            
2/28 ARM (LIBOR).........        17.06%                3.96%               67.52%                11.45%     
Fixed Rate...............        22.62                 6.71                 8.05                 62.61      
3/27 ARM (LIBOR).........        70.50                 0.75                 3.36                 25.40      
Balloon..................        40.56                 2.07                57.37                  0.00      
5/25 ARM (LIBOR).........        56.12                 0.00                 0.00                 43.88      
2/18 ARM (LIBOR).........         0.00                 0.00               100.00                  0.00      
3/17 ARM (LIBOR).........         0.00                 0.00                 0.00                100.00      
                                 -----                 ----               ------                ------      
   Total:................        22.97%                4.16%               50.78%                22.09%     
                                 =====                 ====               ======                ======      



                             PERCENTAGE OF        PERCENTAGE OF                                             
                          MORTGAGE LOANS WITH  MORTGAGE LOANS WITH                                          
                            PREMIUM TERMS OF      PREMIUM TERMS OF                                          
        LOAN TYPE            37-48 MONTHS          49-60 MONTHS     TOTAL                                   
        ---------         -------------------  -------------------  ------                                  
                                                                                                            
2/28 ARM (LIBOR).........        0.00%                 0.00%         71.56%                                 
Fixed Rate...............        0.00                  0.00          18.46                                  
3/27 ARM (LIBOR).........        0.00                  0.00           8.48                                  
Balloon..................        0.00                  0.00           1.10                                  
5/25 ARM (LIBOR).........        0.00                  0.00           0.29                                  
2/18 ARM (LIBOR).........        0.00                  0.00           0.06                                  
3/17 ARM (LIBOR).........        0.00                  0.00           0.06                                  
                                 ----                  ----         ------                                  
   Total:................        0.00%                 0.00%        100.00%                                 
                                 ====                  ====         ======                                  

PREPAYMENT PENALTY DESCRIPTION -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                         PERCENTAGE                                               
                                                         OF MORTGAGE                                              
                                                          LOANS BY                ADJUSTABLE   NON-ZERO           
                                          AGGREGATE       AGGREGATE    WEIGHTED      RATE      WEIGHTED   WEIGHTED
         NUMBER OF                         SCHEDULED      SCHEDULED    AVERAGE    MORTGAGE     AVERAGE   AVERAGE  
       PREPAYMENT          MORTGAGE       PRINCIPAL       PRINCIPAL      GROSS       LOAN       CREDIT    ORIGINAL
   PENALTY DESCRIPTION      LOANS          BALANCE         BALANCE      COUPON    PERCENTAGE     SCORE      CLTV  
  --------------------    ---------   ---------------   -----------   --------   ----------   --------   -------- 
                                                                                                                  
6 Months' Interest on                                                                                             
  Amount Prepaid in                                                                                               
  Excess of 20% of the                                                                                            
  Original Balance.......      865     $142,911,670.16      66.97%       6.995%     79.03%        622      85.43% 
None.....................      330       49,022,075.48      22.97        7.489      79.89         617      87.09  
2% of Unpaid Principal                                                                                            
  Balance................       76        9,993,175.23       4.68        7.412      91.27         602      82.83  
1% of Unpaid Principal                                                                                            
  Balance................       58        5,936,280.04       2.78        7.504      91.38         611      80.84  
3% 2% 1% of Unpaid                                                                                                
  Principal Balance......       17        2,412,630.76       1.13        6.808      92.39         618      83.58  
Other....................       31        3,129,586.63       1.47        7.490      89.26         613      85.63  
                             -----     ---------------     ------        -----      -----         ---      -----  
   Total:................    1,377     $213,405,418.30     100.00%       7.147%     80.45%        619      85.55% 
                             =====     ===============     ======        =====      =====         ===      =====  



                                            PRIMARY                                                               
        PREPAYMENT             FULL         MORTGAGE                                                              
    PENALTY DESCRIPTION    DOCUMENTATION   INSURANCE                                                              
   --------------------    -------------   ---------                                                              
                                                                                                                  
6 Months' Interest on                                                                                             
  Amount Prepaid in                                                                                               
  Excess of 20% of the                                                                                            
  Original Balance.......      67.24%        53.13%                                                               
None.....................      66.19         62.26                                                                
2% of Unpaid Principal                                                                                            
  Balance................      72.97         41.51                                                                
1% of Unpaid Principal                                                                                            
  Balance................      70.03         20.93                                                                
3% 2% 1% of Unpaid                                                                                                
  Principal Balance......      84.70         35.31                                                                
Other....................      67.89         28.43                                                                
                               -----         -----                                                                
   Total:................      67.55%        53.22%                                                               
                               =====         =====                                                                

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GROSS MARGINS OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 2 MORTGAGE LOANS

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                                                         PERCENTAGE                                            
                                                        OF ADJUSTABLE                                          
                                                        RATE MORTGAGE                                          
                          NUMBER OF                       LOANS BY               ADJUSTABLE  NON-ZERO          
                          ADJUSTABLE      AGGREGATE       AGGREGATE    WEIGHTED     RATE     WEIGHTED  WEIGHTED
                             RATE         SCHEDULED       SCHEDULED    AVERAGE    MORTGAGE    AVERAGE   AVERAGE
  RANGE OF GROSS MARGINS   MORTGAGE       PRINCIPAL       PRINCIPAL     GROSS       LOAN      CREDIT   ORIGINAL
            (%)             LOANS          BALANCE         BALANCE      COUPON   PERCENTAGE    SCORE     CLTV  
  ----------------------  ----------   ---------------  -------------  --------  ----------  --------  --------
                                                                                                               
3.001 to 3.500...........       1      $    168,000.00       0.10%       5.760%    100.00%      583     80.00% 
4.001 to 4.500...........      25         3,355,174.97       1.95        7.028     100.00       611     84.85  
4.501 to 5.000...........      64        11,062,044.71       6.44        7.171     100.00       635     87.09  
5.001 to 5.500...........      22         2,288,683.20       1.33        6.771     100.00       657     74.42  
5.501 to 6.000...........     671       109,975,025.19      64.06        6.998     100.00       615     84.51  
6.001 to 6.500...........     272        43,220,514.17      25.18        7.454     100.00       603     85.86  
6.501 to 7.000...........      13         1,478,114.54       0.86        9.391     100.00       565     87.78  
7.001 to 7.500...........       1           131,274.93       0.08        8.400     100.00       546     85.00  
                            -----      ---------------     ------        -----     ------       ---     -----  
   Total:................   1,069      $171,678,831.71     100.00%       7.142%    100.00%      613     84.91% 
                            =====      ===============     ======        =====     ======       ===     =====  



                                           PRIMARY                                                             
 RANGE OF GROSS MARGINS       FULL         MORTGAGE                                                            
           (%)            DOCUMENTATION   INSURANCE                                                            
 ----------------------   -------------   ---------                                                            
                                                                                                               
3.001 to 3.500...........    100.00%         0.00%                                                             
4.001 to 4.500...........     77.49         50.82                                                              
4.501 to 5.000...........     69.45         70.02                                                              
5.001 to 5.500...........    100.00          0.00                                                              
5.501 to 6.000...........     64.34         45.05                                                              
6.001 to 6.500...........     62.46         50.80                                                              
6.501 to 7.000...........     89.47         35.59                                                              
7.001 to 7.500...........    100.00          0.00                                                              
                             ------         -----                                                              
   Total:................     65.20%        47.46%                                                             
                             ======         =====                                                              

  The weighted average Gross Margin for Adjustable Rate Mortgage Loans in Pool
2 is approximately 5.947%.

MAXIMUM RATES OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                           PERCENTAGE                                                
                                                          OF ADJUSTABLE                                              
                                                          RATE MORTGAGE                                              
                           NUMBER OF                        LOANS BY                 ADJUSTABLE   NON-ZERO           
                           ADJUSTABLE      AGGREGATE        AGGREGATE     WEIGHTED      RATE      WEIGHTED   WEIGHTED
                             RATE         SCHEDULED        SCHEDULED      AVERAGE    MORTGAGE     AVERAGE   AVERAGE  
        RANGE OF            MORTGAGE       PRINCIPAL        PRINCIPAL       GROSS       LOAN       CREDIT    ORIGINAL
   MAXIMUM RATES (%)         LOANS          BALANCE          BALANCE       COUPON    PERCENTAGE     SCORE      CLTV  
   -----------------      ----------   ---------------   -------------   --------   ----------   --------   -------- 
                                                                                                                     
11.001 to 11.500.........       12      $  2,642,513.59        1.54%        5.365%     100.00%       616      82.66% 
11.501 to 12.000.........       64        15,472,473.31        9.01         5.884      100.00        640      83.01  
12.001 to 12.500.........      154        29,549,795.04       17.21         6.314      100.00        624      82.15  
12.501 to 13.000.........      260        45,784,091.82       26.67         6.829      100.00        618      84.39  
13.001 to 13.500.........      189        29,851,987.00       17.39         7.284      100.00        613      85.66  
13.501 to 14.000.........      143        20,379,803.35       11.87         7.762      100.00        605      86.33  
14.001 to 14.500.........       88        10,958,927.43        6.38         8.257      100.00        599      88.40  
14.501 to 15.000.........       76         9,459,860.76        5.51         8.782      100.00        577      87.53  
15.001 to 15.500.........       45         4,103,715.76        2.39         9.324      100.00        581      87.60  
15.501 to 16.000.........       33         3,168,647.80        1.85         9.751      100.00        592      89.66  
16.001 to 16.500.........        3           177,552.02        0.10        10.286      100.00        559      88.78  
16.501 to 17.000.........        2           129,463.83        0.08        10.995      100.00        537      85.00  
                             -----      ---------------      ------        ------      ------        ---      -----  
   Total:................    1,069      $171,678,831.71      100.00%        7.142%     100.00%       613      84.91% 
                             =====      ===============      ======        ======      ======        ===      =====  



                                            PRIMARY                                                                  
        RANGE OF               FULL         MORTGAGE                                                                 
   MAXIMUM RATES (%)       DOCUMENTATION   INSURANCE                                                                 
   -----------------       -------------   ---------                                                                 
                                                                                                                     
11.001 to 11.500.........      82.79%        58.96%                                                                  
11.501 to 12.000.........      73.93         52.98                                                                   
12.001 to 12.500.........      70.06         48.41                                                                   
12.501 to 13.000.........      67.86         49.29                                                                   
13.001 to 13.500.........      64.15         41.80                                                                   
13.501 to 14.000.........      56.20         54.49                                                                   
14.001 to 14.500.........      58.60         47.07                                                                   
14.501 to 15.000.........      55.35         44.35                                                                   
15.001 to 15.500.........      58.06         24.66                                                                   
15.501 to 16.000.........      56.84         28.35                                                                   
16.001 to 16.500.........      24.38          0.00                                                                   
16.501 to 17.000.........      44.25          0.00                                                                   
                               -----         -----                                                                   
   Total:................      65.20%        47.46%                                                                  
                               =====         =====                                                                   

  The weighted average Maximum Rate for Adjustable Rate Mortgage Loans in Pool
2 is approximately 13.142%. 

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MINIMUM RATES OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                         PERCENTAGE                                            
                                                        OF ADJUSTABLE                                          
                                                        RATE MORTGAGE                                          
                          NUMBER OF                       LOANS BY               ADJUSTABLE  NON-ZERO          
                          ADJUSTABLE      AGGREGATE       AGGREGATE    WEIGHTED     RATE     WEIGHTED  WEIGHTED
                             RATE         SCHEDULED       SCHEDULED     AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
         RANGE OF          MORTGAGE       PRINCIPAL       PRINCIPAL      GROSS      LOAN      CREDIT   ORIGINAL
    MINIMUM RATES (%)       LOANS          BALANCE         BALANCE      COUPON   PERCENTAGE    SCORE     CLTV  
    -----------------     ----------   ---------------  -------------  --------  ----------  --------  --------
                                                                                                               
 5.501 to  6.000.........      72      $ 16,864,988.75       9.82%       5.795%    100.00%      636     83.24% 
 6.001 to  6.500.........     158        30,799,793.19      17.94        6.301     100.00       625     82.03  
 6.501 to  7.000.........     260        45,784,091.82      26.67        6.829     100.00       618     84.39  
 7.001 to  7.500.........     189        29,851,987.00      17.39        7.284     100.00       613     85.66  
 7.501 to  8.000.........     143        20,379,803.35      11.87        7.762     100.00       605     86.33  
 8.001 to  8.500.........      88        10,958,927.43       6.38        8.257     100.00       599     88.40  
 8.501 to  9.000.........      76         9,459,860.76       5.51        8.782     100.00       577     87.53  
 9.001 to  9.500.........      45         4,103,715.76       2.39        9.324     100.00       581     87.60  
 9.501 to 10.000.........      33         3,168,647.80       1.85        9.751     100.00       592     89.66  
10.001 to 10.500.........       3           177,552.02       0.10       10.286     100.00       559     88.78  
10.501 to 11.000.........       2           129,463.83       0.08       10.995     100.00       537     85.00  
                            -----      ---------------     ------       ------     ------       ---     -----  
   Total:................   1,069      $171,678,831.71     100.00%       7.142%    100.00%      613     84.91% 
                            =====      ===============     ======       ======     ======       ===     =====  



                                           PRIMARY                                                             
         RANGE OF             FULL         MORTGAGE                                                            
    MINIMUM RATES (%)     DOCUMENTATION   INSURANCE                                                            
    -----------------     -------------   ---------                                                            
                                                                                                               
 5.501 to  6.000.........     78.00%        55.95%                                                             
 6.001 to  6.500.........     68.75         47.48                                                              
 6.501 to  7.000.........     67.86         49.29                                                              
 7.001 to  7.500.........     64.15         41.80                                                              
 7.501 to  8.000.........     56.20         54.49                                                              
 8.001 to  8.500.........     58.60         47.07                                                              
 8.501 to  9.000.........     55.35         44.35                                                              
 9.001 to  9.500.........     58.06         24.66                                                              
 9.501 to 10.000.........     56.84         28.35                                                              
10.001 to 10.500.........     24.38          0.00                                                              
10.501 to 11.000.........     44.25          0.00                                                              
                              -----         -----                                                              
   Total:................     65.20%        47.46%                                                             
                              =====         =====                                                              

  The weighted average Minimum Rate for Adjustable Rate Mortgage Loans in Pool
2 is approximately 7.158%.

MONTHS TO NEXT RATE ADJUSTMENT OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 2
MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                           PERCENTAGE                                                
                                                          OF ADJUSTABLE                                              
                                                          RATE MORTGAGE                                              
                           NUMBER OF                        LOANS BY                 ADJUSTABLE   NON-ZERO           
                           ADJUSTABLE      AGGREGATE        AGGREGATE     WEIGHTED      RATE      WEIGHTED   WEIGHTED
                             RATE          SCHEDULED        SCHEDULED      AVERAGE    MORTGAGE     AVERAGE   AVERAGE 
     RANGE OF MONTHS TO     MORTGAGE       PRINCIPAL        PRINCIPAL       GROSS       LOAN       CREDIT    ORIGINAL
    NEXT RATE ADJUSTMENT     LOANS          BALANCE          BALANCE       COUPON    PERCENTAGE     SCORE      CLTV  
    --------------------  ----------   ---------------   -------------   --------   ----------   --------   -------- 
                                                                                                                     
13 to 24.................      951      $152,842,950.15       89.03%        7.120%     100.00%       612      84.30% 
25 to 36.................      113        18,223,945.13       10.62         7.317      100.00        623      90.30  
Greater than 36..........        5           611,936.43        0.36         7.402      100.00        583      78.69  
                             -----      ---------------      ------         -----      ------        ---      -----  
   Total:................    1,069      $171,678,831.71      100.00%        7.142%     100.00%       613      84.91% 
                             =====      ===============      ======         =====      ======        ===      =====  



                                            PRIMARY                                                                  
   RANGE OF MONTHS TO          FULL         MORTGAGE                                                                 
  NEXT RATE ADJUSTMENT     DOCUMENTATION   INSURANCE                                                                 
  --------------------     -------------   ---------                                                                 
                                                                                                                     
13 to 24.................      65.50%        44.38%                                                                  
25 to 36.................      63.13         73.74                                                                   
Greater than 36..........      52.31         33.45                                                                   
                               -----         -----                                                                   
   Total:................      65.20%        47.46%                                                                  
                               =====         =====                                                                   

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INITIAL CAPS OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                         PERCENTAGE                                              
                                                        OF ADJUSTABLE                                            
                                                        RATE MORTGAGE                                            
                           NUMBER OF                       LOANS BY               ADJUSTABLE   NON-ZERO          
                           ADJUSTABLE     AGGREGATE       AGGREGATE    WEIGHTED     RATE      WEIGHTED   WEIGHTED
                             RATE         SCHEDULED       SCHEDULED     AVERAGE   MORTGAGE     AVERAGE   AVERAGE 
                           MORTGAGE       PRINCIPAL       PRINCIPAL      GROSS      LOAN       CREDIT    ORIGINAL
     INITIAL CAP (%)        LOANS          BALANCE         BALANCE      COUPON   PERCENTAGE     SCORE      CLTV  
     ---------------      ----------   ---------------  -------------  --------  ----------   --------   --------
                                                                                                                 
2.000....................     389      $ 64,307,592.88      37.46%       7.307%    100.00%       615      90.00% 
3.000....................     680       107,371,238.83      62.54        7.043     100.00        612      81.87  
                            -----      ---------------     ------        -----     ------        ---      -----  
   Total:................   1,069      $171,678,831.71     100.00%       7.142%    100.00%       613      84.91% 
                            =====      ===============     ======        =====     ======        ===      =====  



                                           PRIMARY                                                               
                              FULL         MORTGAGE                                                              
    INITIAL CAP (%)       DOCUMENTATION   INSURANCE                                                              
    ---------------       -------------   ---------                                                              
                                                                                                                 
2.000....................     54.51%        69.42%                                                               
3.000....................     71.61         34.30                                                                
                              -----         -----                                                                
   Total:................     65.20%        47.46%                                                               
                              =====         =====                                                                

 The weighted average Initial Cap for Adjustable Rate Mortgage Loans in Pool
2 is approximately 2.625%.

PERIODIC CAP OF THE ADJUSTABLE RATE MORTGAGE LOANS -- POOL 2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]


                                                         PERCENTAGE                                            
                                                        OF ADJUSTABLE                                          
                                                        RATE MORTGAGE                                          
                          NUMBER OF                       LOANS BY               ADJUSTABLE  NON-ZERO          
                          ADJUSTABLE      AGGREGATE       AGGREGATE    WEIGHTED     RATE     WEIGHTED  WEIGHTED
                             RATE         SCHEDULED       SCHEDULED     AVERAGE   MORTGAGE    AVERAGE  AVERAGE 
                           MORTGAGE       PRINCIPAL       PRINCIPAL      GROSS      LOAN      CREDIT   ORIGINAL
     PERIODIC CAP (%)       LOANS          BALANCE         BALANCE      COUPON   PERCENTAGE    SCORE     CLTV  
     ----------------     ----------   ---------------  -------------  --------  ----------  --------  --------
                                                                                                               
1.000....................   1,069      $171,678,831.71     100.00%       7.142%    100.00%      613     84.91% 
                            -----      ---------------     ------        -----     ------       ---     -----  
   Total:................   1,069      $171,678,831.71     100.00%       7.142%    100.00%      613     84.91% 
                            =====      ===============     ======        =====     ======       ===     =====  



                                           PRIMARY                                                             
                              FULL         MORTGAGE                                                            
     PERIODIC CAP (%)     DOCUMENTATION   INSURANCE                                                            
     ----------------     -------------   ---------                                                            
                                                                                                               
1.000....................     65.20%        47.46%                                                             
                              -----         -----                                                              
   Total:................     65.20%        47.46%                                                             
                              =====         =====                                                              

  The weighted average Periodic Cap for Adjustable Rate Mortgage Loans in Pool
2 is approximately 1.000%.

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ANNEX C-1 
ASSUMED MORTGAGE LOAN CHARACTERISTICS 

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ASSUMED MORTGAGE LOAN CHARACTERISTICS OF POOL 1 

                                                        [Enlarge/Download Table]


                                                                   REMAINING     REMAINING    ORIGINAL                      
                                              GROSS       NET       TERM TO     AMORTIZATION   TERM TO  NEXT RATE           
                             PRINCIPAL      MORTGAGE    MORTGAGE    MATURITY        TERM      MATURITY  ADJUSTMENT   MAXIMUM
    MORTGAGE LOAN TYPE      BALANCE ($)     RATE (%)    RATE (%)    (MONTHS)    (MONTHS)(1)   (MONTHS)     DATE     RATE (%)
-------------------------  --------------   --------    --------   ---------    ------------  --------  ----------  --------
                                                                                                                            
Fixed Rate...............    8,688,438.79    8.27001     7.10393      176           176          180           N/A      N/A 
Fixed Rate...............    4,847,475.23    7.17966     5.41093      236           236          240           N/A      N/A 
2/28 LIBOR (ARM).........  689,197,687.94    7.35133     6.35763      356           356          360    03/01/2007   13.351 
IO - 2/28 LIBOR (ARM)....    9,401,103.84    6.69737     5.44250      356           356          360    03/01/2007   12.697 
IO - 2/28 LIBOR (ARM)....  359,687,975.90    6.43992     5.62813      356           356          360    03/01/2007   12.440 
Fixed Rate...............  274,109,520.54    7.16888     5.64986      356           356          360           N/A      N/A 
IO - Fixed Rate..........    1,607,774.44    6.40676     4.61983      356           356          360           N/A      N/A 
3/27 LIBOR (ARM).........  132,631,378.80    7.33622     6.08371      355           355          360    02/01/2008   13.336 
IO - 3/27 LIBOR (ARM)....    2,363,704.91    6.46057     4.87883      356           356          360    03/01/2008   12.461 
IO - 3/27 LIBOR (ARM)....      237,999.99    7.75000     5.72500      356           356          360    03/01/2008   13.750 
5/25 LIBOR (ARM).........    5,763,309.37    6.93414     5.93915      357           357          360    03/01/2010   12.934 
Balloon..................   22,846,142.81   10.66294    10.16294      177           357          180           N/A      N/A 



                                                                                    ORIGINAL                                
                                                                         RATE      INTEREST-                                
                                       GROSS                          ADJUSTMENT      ONLY                                  
                           MINIMUM    MARGIN    INITIAL   PERIODIC    FREQUENCY       TERM                                  
    MORTGAGE LOAN TYPE     RATE (%)     (%)     CAP (%)    CAP (%)     (MONTHS)     (MONTHS)                                
-------------------------  --------   ------    -------   --------    ----------   ---------                                
                                                                                                                            
Fixed Rate...............     N/A        N/A       N/A        N/A        N/A            0                                   
Fixed Rate...............     N/A        N/A       N/A        N/A        N/A            0                                   
2/28 LIBOR (ARM).........   7.373      6.010     2.534      1.000          6            0                                   
IO - 2/28 LIBOR (ARM)....   6.751      5.915     2.000      1.000          6           24                                   
IO - 2/28 LIBOR (ARM)....   6.475      5.817     3.000      1.000          6           60                                   
Fixed Rate...............     N/A        N/A       N/A        N/A        N/A            0                                   
IO - Fixed Rate..........     N/A        N/A       N/A        N/A        N/A           60                                   
3/27 LIBOR (ARM).........   7.361      5.787     2.038      1.000          6            0                                   
IO - 3/27 LIBOR (ARM)....   6.664      5.186     2.000      1.000          6           36                                   
IO - 3/27 LIBOR (ARM)....   7.750      6.000     2.000      1.000          6           60                                   
5/25 LIBOR (ARM).........   6.949      6.007     3.000      1.000          6            0                                   
Balloon..................     N/A        N/A       N/A        N/A        N/A            0                                   

---------------                                                                 
(1) Each Mortgage Loan has an original amortization term that is the same as    
its original term to maturity, except for Balloon Loans which have an   
original amortization term of 360 months.                               

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ASSUMED MORTGAGE LOAN CHARACTERISTICS OF POOL 2 

                                                        [Enlarge/Download Table]


                                                                  REMAINING     REMAINING     ORIGINAL                      
                                             GROSS       NET       TERM TO     AMORTIZATION    TERM TO  NEXT RATE           
                             PRINCIPAL     MORTGAGE    MORTGAGE    MATURITY        TERM       MATURITY  ADJUSTMENT   MAXIMUM
    MORTGAGE LOAN TYPE      BALANCE ($)    RATE (%)    RATE (%)    (MONTHS)    (MONTHS)(1)    (MONTHS)     DATE     RATE (%)
-------------------------  -------------   --------    --------   ---------    ------------   --------  ----------  --------
                                                                                                                            
Fixed Rate...............     776,797.18    8.08254     7.01297      176           176           180           N/A      N/A 
Fixed Rate...............   1,273,758.47    6.83062     4.84479      235           235           240           N/A      N/A 
2/28 LIBOR (ARM).........  91,972,541.50    7.40059     6.30658      356           356           360    03/01/2007   13.401 
IO - 2/28 LIBOR (ARM)....   4,354,474.17    6.70886     4.98574      356           356           360    03/01/2007   12.709 
IO - 2/28 LIBOR (ARM)....  56,515,934.48    6.69483     5.81161      357           357           360    03/01/2007   12.695 
Fixed Rate...............  36,000,582.49    6.94296     5.33558      356           356           360           N/A      N/A 
IO - Fixed Rate..........   1,337,762.06    6.62513     4.92529      356           356           360           N/A      N/A 
3/27 LIBOR (ARM).........  16,964,403.75    7.37253     6.00645      354           354           359    02/01/2008   13.373 
IO - 3/27 LIBOR (ARM)....   1,259,541.38    6.56384     4.69067      356           356           360    03/01/2008   12.564 
5/25 LIBOR (ARM).........     611,936.43    7.40237     6.39233      357           357           360    04/01/2010   13.402 
Balloon..................   2,337,686.39   10.86271    10.36271      177           357           180           N/A      N/A 



                                                                                    ORIGINAL                                
                                                                         RATE      INTEREST-                                
                                       GROSS                          ADJUSTMENT      ONLY                                  
                           MINIMUM    MARGIN    INITIAL   PERIODIC    FREQUENCY       TERM                                  
    MORTGAGE LOAN TYPE     RATE (%)     (%)     CAP (%)    CAP (%)     (MONTHS)     (MONTHS)                                
-------------------------  --------   ------    -------   --------    ----------   ---------                                
                                                                                                                            
Fixed Rate...............     N/A        N/A       N/A        N/A        N/A            0                                   
Fixed Rate...............     N/A        N/A       N/A        N/A        N/A            0                                   
2/28 LIBOR (ARM).........   7.415      6.029     2.535      1.000          6            0                                   
IO - 2/28 LIBOR (ARM)....   6.713      6.000     2.000      1.000          6           24                                   
IO - 2/28 LIBOR (ARM)....   6.717      5.909     3.000      1.000          6           60                                   
Fixed Rate...............     N/A        N/A       N/A        N/A        N/A            0                                   
IO - Fixed Rate..........     N/A        N/A       N/A        N/A        N/A           60                                   
3/27 LIBOR (ARM).........   7.385      5.667     2.062      1.000          6            0                                   
IO - 3/27 LIBOR (ARM)....   6.630      5.089     2.000      1.000          6           36                                   
5/25 LIBOR (ARM).........   7.402      6.204     3.000      1.000          6            0                                   
Balloon..................     N/A        N/A       N/A        N/A        N/A            0                                   

---------------                                                                 
(1) Each Mortgage Loan has an original amortization term that is the same as    
its original term to maturity, except for Balloon Loans which have an   
original amortization term of 360 months.                               

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ANNEX C-2 
PRINCIPAL AMOUNT DECREMENT TABLES 

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PERCENTAGE OF THE INITIAL CLASS PRINCIPAL AMOUNT OUTSTANDING FOR: 

                                                                [Download Table]


                                             CLASS A1 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................      98      73     48      22      0
July 25, 2007 ........................      97      38      0       0      0
July 25, 2008 ........................      95      12      0       0      0
July 25, 2009 ........................      94       0      0       0      0
July 25, 2010 ........................      92       0      0       0      0
July 25, 2011 ........................      89       0      0       0      0
July 25, 2012 ........................      87       0      0       0      0
July 25, 2013 ........................      84       0      0       0      0
July 25, 2014 ........................      80       0      0       0      0
July 25, 2015 ........................      77       0      0       0      0
July 25, 2016 ........................      73       0      0       0      0
July 25, 2017 ........................      69       0      0       0      0
July 25, 2018 ........................      64       0      0       0      0
July 25, 2019 ........................      59       0      0       0      0
July 25, 2020 ........................      51       0      0       0      0
July 25, 2021 ........................      45       0      0       0      0
July 25, 2022 ........................      39       0      0       0      0
July 25, 2023 ........................      32       0      0       0      0
July 25, 2024 ........................      24       0      0       0      0
July 25, 2025 ........................      15       0      0       0      0
July 25, 2026 ........................       6       0      0       0      0
July 25, 2027 ........................       0       0      0       0      0
July 25, 2028 ........................       0       0      0       0      0
July 25, 2029 ........................       0       0      0       0      0
July 25, 2030 ........................       0       0      0       0      0
July 25, 2031 ........................       0       0      0       0      0
July 25, 2032 ........................       0       0      0       0      0
July 25, 2033 ........................       0       0      0       0      0
July 25, 2034 ........................       0       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   14.21    1.75   1.00    0.71   0.55
 With Optional Termination ...........   14.21    1.75   1.00    0.71   0.55



                                             CLASS A2 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100     93
July 25, 2007 ........................     100     100     80      12      0
July 25, 2008 ........................     100     100     25       0      0
July 25, 2009 ........................     100      84     23       0      0
July 25, 2010 ........................     100      65      7       0      0
July 25, 2011 ........................     100      49      0       0      0
July 25, 2012 ........................     100      36      0       0      0
July 25, 2013 ........................     100      25      0       0      0
July 25, 2014 ........................     100      16      0       0      0
July 25, 2015 ........................     100       9      0       0      0
July 25, 2016 ........................     100       2      0       0      0
July 25, 2017 ........................     100       0      0       0      0
July 25, 2018 ........................     100       0      0       0      0
July 25, 2019 ........................     100       0      0       0      0
July 25, 2020 ........................     100       0      0       0      0
July 25, 2021 ........................     100       0      0       0      0
July 25, 2022 ........................     100       0      0       0      0
July 25, 2023 ........................     100       0      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................      94       0      0       0      0
July 25, 2028 ........................      78       0      0       0      0
July 25, 2029 ........................      66       0      0       0      0
July 25, 2030 ........................      53       0      0       0      0
July 25, 2031 ........................      38       0      0       0      0
July 25, 2032 ........................      22       0      0       0      0
July 25, 2033 ........................       4       0      0       0      0
July 25, 2034 ........................       0       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   25.07    6.42   2.92    1.72   1.35
 With Optional Termination ...........   25.07    6.42   2.92    1.72   1.35



                                             CLASS A3 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................      98      69     39       9      0
July 25, 2007 ........................      96      27      0       0      0
July 25, 2008 ........................      94       0      0       0      0
July 25, 2009 ........................      92       0      0       0      0
July 25, 2010 ........................      90       0      0       0      0
July 25, 2011 ........................      87       0      0       0      0
July 25, 2012 ........................      84       0      0       0      0
July 25, 2013 ........................      81       0      0       0      0
July 25, 2014 ........................      77       0      0       0      0
July 25, 2015 ........................      73       0      0       0      0
July 25, 2016 ........................      68       0      0       0      0
July 25, 2017 ........................      64       0      0       0      0
July 25, 2018 ........................      58       0      0       0      0
July 25, 2019 ........................      52       0      0       0      0
July 25, 2020 ........................      43       0      0       0      0
July 25, 2021 ........................      36       0      0       0      0
July 25, 2022 ........................      28       0      0       0      0
July 25, 2023 ........................      20       0      0       0      0
July 25, 2024 ........................      11       0      0       0      0
July 25, 2025 ........................       1       0      0       0      0
July 25, 2026 ........................       0       0      0       0      0
July 25, 2027 ........................       0       0      0       0      0
July 25, 2028 ........................       0       0      0       0      0
July 25, 2029 ........................       0       0      0       0      0
July 25, 2030 ........................       0       0      0       0      0
July 25, 2031 ........................       0       0      0       0      0
July 25, 2032 ........................       0       0      0       0      0
July 25, 2033 ........................       0       0      0       0      0
July 25, 2034 ........................       0       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   13.09    1.50   0.88    0.62   0.49
 With Optional Termination ...........   13.09    1.50   0.88    0.62   0.49

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PERCENTAGE OF THE INITIAL CLASS PRINCIPAL AMOUNT OUTSTANDING FOR: 

                                                                [Download Table]


                                             CLASS A4 CERTIFICATES AT THE    
                                                      FOLLOWING              
                                            PERCENTAGES OF THE PREPAYMENT    
                                                     ASSUMPTION:             
                                         ----------------------------------- 
                                           0%     50%    100%    150%   200% 
                                         -----    ----   ----    ----   ---- 
                                                                             
Initial Percentage ...................     100     100    100     100    100 
July 25, 2006 ........................     100     100    100     100     60 
July 25, 2007 ........................     100     100     41       0      0 
July 25, 2008 ........................     100      94      0       0      0 
July 25, 2009 ........................     100      47      0       0      0 
July 25, 2010 ........................     100      21      0       0      0 
July 25, 2011 ........................     100       *      0       0      0 
July 25, 2012 ........................     100       0      0       0      0 
July 25, 2013 ........................     100       0      0       0      0 
July 25, 2014 ........................     100       0      0       0      0 
July 25, 2015 ........................     100       0      0       0      0 
July 25, 2016 ........................     100       0      0       0      0 
July 25, 2017 ........................     100       0      0       0      0 
July 25, 2018 ........................     100       0      0       0      0 
July 25, 2019 ........................     100       0      0       0      0 
July 25, 2020 ........................     100       0      0       0      0 
July 25, 2021 ........................     100       0      0       0      0 
July 25, 2022 ........................     100       0      0       0      0 
July 25, 2023 ........................     100       0      0       0      0 
July 25, 2024 ........................     100       0      0       0      0 
July 25, 2025 ........................     100       0      0       0      0 
July 25, 2026 ........................      82       0      0       0      0 
July 25, 2027 ........................      61       0      0       0      0 
July 25, 2028 ........................      40       0      0       0      0 
July 25, 2029 ........................      23       0      0       0      0 
July 25, 2030 ........................       5       0      0       0      0 
July 25, 2031 ........................       0       0      0       0      0 
July 25, 2032 ........................       0       0      0       0      0 
July 25, 2033 ........................       0       0      0       0      0 
July 25, 2034 ........................       0       0      0       0      0 
July 25, 2035 ........................       0       0      0       0      0 
Weighted Average Life in Years:                                              
 Without Optional Termination ........   22.62    4.17   2.00    1.45   1.09 
 With Optional Termination ...........   22.62    4.17   2.00    1.45   1.09 



                                             CLASS A5 CERTIFICATES AT THE    
                                                      FOLLOWING              
                                            PERCENTAGES OF THE PREPAYMENT    
                                                     ASSUMPTION:             
                                         ----------------------------------- 
                                           0%     50%    100%    150%   200% 
                                         -----    ----   ----    ----   ---- 
                                                                             
Initial Percentage ...................     100     100    100     100    100 
July 25, 2006 ........................     100     100    100     100    100 
July 25, 2007 ........................     100     100    100      24      0 
July 25, 2008 ........................     100     100     51       0      0 
July 25, 2009 ........................     100     100     46       0      0 
July 25, 2010 ........................     100     100     14       0      0 
July 25, 2011 ........................     100     100      0       0      0 
July 25, 2012 ........................     100      74      0       0      0 
July 25, 2013 ........................     100      52      0       0      0 
July 25, 2014 ........................     100      33      0       0      0 
July 25, 2015 ........................     100      18      0       0      0 
July 25, 2016 ........................     100       5      0       0      0 
July 25, 2017 ........................     100       0      0       0      0 
July 25, 2018 ........................     100       0      0       0      0 
July 25, 2019 ........................     100       0      0       0      0 
July 25, 2020 ........................     100       0      0       0      0 
July 25, 2021 ........................     100       0      0       0      0 
July 25, 2022 ........................     100       0      0       0      0 
July 25, 2023 ........................     100       0      0       0      0 
July 25, 2024 ........................     100       0      0       0      0 
July 25, 2025 ........................     100       0      0       0      0 
July 25, 2026 ........................     100       0      0       0      0 
July 25, 2027 ........................     100       0      0       0      0 
July 25, 2028 ........................     100       0      0       0      0 
July 25, 2029 ........................     100       0      0       0      0 
July 25, 2030 ........................     100       0      0       0      0 
July 25, 2031 ........................      77       0      0       0      0 
July 25, 2032 ........................      44       0      0       0      0 
July 25, 2033 ........................       7       0      0       0      0 
July 25, 2034 ........................       0       0      0       0      0 
July 25, 2035 ........................       0       0      0       0      0 
Weighted Average Life in Years:                                              
 Without Optional Termination ........   26.82    8.31   3.74    1.91   1.55 
 With Optional Termination ...........   26.82    8.31   3.74    1.91   1.55 



                                             CLASS A6 CERTIFICATES AT THE    
                                                       FOLLOWING             
                                             PERCENTAGES OF THE PREPAYMENT   
                                                      ASSUMPTION:            
                                         ------------------------------------
                                           0%      50%    100%    150%   200%
                                         -----    -----   ----    ----   ----
                                                                             
Initial Percentage ...................     100      100    100     100    100
July 25, 2006 ........................     100      100    100     100    100
July 25, 2007 ........................     100      100    100     100      0
July 25, 2008 ........................     100      100    100       0      0
July 25, 2009 ........................     100      100    100       0      0
July 25, 2010 ........................     100      100    100       0      0
July 25, 2011 ........................     100      100     86       0      0
July 25, 2012 ........................     100      100     61       0      0
July 25, 2013 ........................     100      100     43       0      0
July 25, 2014 ........................     100      100     31       0      0
July 25, 2015 ........................     100      100     23       0      0
July 25, 2016 ........................     100      100     16       0      0
July 25, 2017 ........................     100       90     12       0      0
July 25, 2018 ........................     100       75      8       0      0
July 25, 2019 ........................     100       62      4       0      0
July 25, 2020 ........................     100       49      1       0      0
July 25, 2021 ........................     100       41      0       0      0
July 25, 2022 ........................     100       34      0       0      0
July 25, 2023 ........................     100       28      0       0      0
July 25, 2024 ........................     100       22      0       0      0
July 25, 2025 ........................     100       18      0       0      0
July 25, 2026 ........................     100       15      0       0      0
July 25, 2027 ........................     100       12      0       0      0
July 25, 2028 ........................     100        8      0       0      0
July 25, 2029 ........................     100        5      0       0      0
July 25, 2030 ........................     100        2      0       0      0
July 25, 2031 ........................     100        0      0       0      0
July 25, 2032 ........................     100        0      0       0      0
July 25, 2033 ........................     100        0      0       0      0
July 25, 2034 ........................      47        0      0       0      0
July 25, 2035 ........................       0        0      0       0      0
Weighted Average Life in Years:                                              
 Without Optional Termination ........   28.97    16.15   8.40    2.52   1.81
 With Optional Termination ...........   28.60    12.85   6.36    2.52   1.81

---------------                                                                 
*   Indicates a value greater than 0.0% and less than 0.5%.                     

S-C-2-3 

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                                             CLASS A7 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................      99      86     72      58     44
July 25, 2007 ........................      98      66     38      14      0
July 25, 2008 ........................      97      52     19       0      0
July 25, 2009 ........................      97      39     18       0      0
July 25, 2010 ........................      96      33     13       0      0
July 25, 2011 ........................      94      27      9       0      0
July 25, 2012 ........................      93      23      6       0      0
July 25, 2013 ........................      91      19      4       0      0
July 25, 2014 ........................      89      16      3       0      0
July 25, 2015 ........................      87      13      2       0      0
July 25, 2016 ........................      85      11      2       0      0
July 25, 2017 ........................      83       9      1       0      0
July 25, 2018 ........................      81       8      1       0      0
July 25, 2019 ........................      78       6      *       0      0
July 25, 2020 ........................      74       5      *       0      0
July 25, 2021 ........................      70       4      0       0      0
July 25, 2022 ........................      67       3      0       0      0
July 25, 2023 ........................      63       3      0       0      0
July 25, 2024 ........................      59       2      0       0      0
July 25, 2025 ........................      54       2      0       0      0
July 25, 2026 ........................      49       1      0       0      0
July 25, 2027 ........................      43       1      0       0      0
July 25, 2028 ........................      38       1      0       0      0
July 25, 2029 ........................      34       1      0       0      0
July 25, 2030 ........................      29       *      0       0      0
July 25, 2031 ........................      24       0      0       0      0
July 25, 2032 ........................      18       0      0       0      0
July 25, 2033 ........................      12       0      0       0      0
July 25, 2034 ........................       5       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   19.60    4.86   2.44    1.26   0.97
 With Optional Termination ...........   19.56    4.52   2.23    1.26   0.97



                                             CLASS A8 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................      99      86     72      58     44
July 25, 2007 ........................      98      66     38      14      0
July 25, 2008 ........................      97      52     19       0      0
July 25, 2009 ........................      97      39     18       0      0
July 25, 2010 ........................      96      33     13       0      0
July 25, 2011 ........................      94      27      9       0      0
July 25, 2012 ........................      93      23      6       0      0
July 25, 2013 ........................      91      19      4       0      0
July 25, 2014 ........................      89      16      3       0      0
July 25, 2015 ........................      87      13      2       0      0
July 25, 2016 ........................      85      11      2       0      0
July 25, 2017 ........................      83       9      1       0      0
July 25, 2018 ........................      81       8      1       0      0
July 25, 2019 ........................      78       6      *       0      0
July 25, 2020 ........................      74       5      *       0      0
July 25, 2021 ........................      70       4      0       0      0
July 25, 2022 ........................      67       3      0       0      0
July 25, 2023 ........................      63       3      0       0      0
July 25, 2024 ........................      59       2      0       0      0
July 25, 2025 ........................      54       2      0       0      0
July 25, 2026 ........................      49       1      0       0      0
July 25, 2027 ........................      43       1      0       0      0
July 25, 2028 ........................      38       1      0       0      0
July 25, 2029 ........................      34       1      0       0      0
July 25, 2030 ........................      29       *      0       0      0
July 25, 2031 ........................      24       0      0       0      0
July 25, 2032 ........................      18       0      0       0      0
July 25, 2033 ........................      12       0      0       0      0
July 25, 2034 ........................       5       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   19.60    4.86   2.44    1.26   0.97
 With Optional Termination ...........   19.56    4.52   2.23    1.26   0.97



                                             CLASS M1 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100     70
July 25, 2008 ........................     100     100    100      66      0
July 25, 2009 ........................     100     100     47      66      0
July 25, 2010 ........................     100      84     32      66      0
July 25, 2011 ........................     100      70     23      50      0
July 25, 2012 ........................     100      59     16      31      0
July 25, 2013 ........................     100      49     11      17      0
July 25, 2014 ........................     100      41      8       8      0
July 25, 2015 ........................     100      34      6       1      0
July 25, 2016 ........................     100      29      4       0      0
July 25, 2017 ........................     100      24      2       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100      11      0       0      0
July 25, 2022 ........................     100       9      0       0      0
July 25, 2023 ........................     100       7      0       0      0
July 25, 2024 ........................     100       6      0       0      0
July 25, 2025 ........................     100       5      0       0      0
July 25, 2026 ........................     100       4      0       0      0
July 25, 2027 ........................     100       1      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      12       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.57    9.35   5.12    5.73   2.11
 With Optional Termination ...........   26.47    8.54   4.63    3.63   2.11

---------------                                                                 
*   Indicates a value greater than 0.0% and less than 0.5%.                     

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                                             CLASS M2 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100      0
July 25, 2009 ........................     100     100     47     100      0
July 25, 2010 ........................     100      84     32      40      0
July 25, 2011 ........................     100      70     23       7      0
July 25, 2012 ........................     100      59     16       2      0
July 25, 2013 ........................     100      49     11       0      0
July 25, 2014 ........................     100      41      8       0      0
July 25, 2015 ........................     100      34      6       0      0
July 25, 2016 ........................     100      29      3       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100      11      0       0      0
July 25, 2022 ........................     100       9      0       0      0
July 25, 2023 ........................     100       7      0       0      0
July 25, 2024 ........................     100       6      0       0      0
July 25, 2025 ........................     100       5      0       0      0
July 25, 2026 ........................     100       *      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      12       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.57    9.30   4.97    5.04   2.44
 With Optional Termination ...........   26.47    8.54   4.52    3.99   2.44



                                             CLASS M3 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100      0
July 25, 2009 ........................     100     100     47     100      0
July 25, 2010 ........................     100      84     32      11      0
July 25, 2011 ........................     100      70     23       7      0
July 25, 2012 ........................     100      59     16       0      0
July 25, 2013 ........................     100      49     11       0      0
July 25, 2014 ........................     100      41      8       0      0
July 25, 2015 ........................     100      34      6       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100      11      0       0      0
July 25, 2022 ........................     100       9      0       0      0
July 25, 2023 ........................     100       7      0       0      0
July 25, 2024 ........................     100       6      0       0      0
July 25, 2025 ........................     100       *      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      12       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.56    9.26   4.90    4.45   2.69
 With Optional Termination ...........   26.47    8.54   4.47    3.99   2.68



                                             CLASS M4 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100      5
July 25, 2009 ........................     100     100     47      21      5
July 25, 2010 ........................     100      84     32      11      5
July 25, 2011 ........................     100      70     23       6      5
July 25, 2012 ........................     100      59     16       0      5
July 25, 2013 ........................     100      49     11       0      0
July 25, 2014 ........................     100      41      8       0      0
July 25, 2015 ........................     100      34      2       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100      11      0       0      0
July 25, 2022 ........................     100       9      0       0      0
July 25, 2023 ........................     100       7      0       0      0
July 25, 2024 ........................     100       2      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      12       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.56    9.21   4.84    4.17   3.11
 With Optional Termination ...........   26.47    8.54   4.45    3.92   2.74

---------------                                                                 
*   Indicates a value greater than 0.0% and less than 0.5%.                     

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                                             CLASS M5 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100    100
July 25, 2009 ........................     100     100     47      19    100
July 25, 2010 ........................     100      84     32      11     91
July 25, 2011 ........................     100      70     23       0     33
July 25, 2012 ........................     100      59     16       0      2
July 25, 2013 ........................     100      49     11       0      0
July 25, 2014 ........................     100      41      7       0      0
July 25, 2015 ........................     100      34      0       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100      11      0       0      0
July 25, 2022 ........................     100       9      0       0      0
July 25, 2023 ........................     100       2      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      12       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.55    9.14   4.78    3.96   5.77
 With Optional Termination ...........   26.47    8.54   4.43    3.74   2.74



                                             CLASS M6 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100    100
July 25, 2009 ........................     100     100     47      19    100
July 25, 2010 ........................     100      84     32      11      0
July 25, 2011 ........................     100      70     23       0      0
July 25, 2012 ........................     100      59     16       0      0
July 25, 2013 ........................     100      49     11       0      0
July 25, 2014 ........................     100      41      0       0      0
July 25, 2015 ........................     100      34      0       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100      11      0       0      0
July 25, 2022 ........................     100       2      0       0      0
July 25, 2023 ........................     100       0      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      12       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.55    9.05   4.70    3.81   4.58
 With Optional Termination ...........   26.47    8.54   4.41    3.62   2.74



                                             CLASS M7 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100    100
July 25, 2009 ........................     100     100     47      19     56
July 25, 2010 ........................     100      84     32       3      0
July 25, 2011 ........................     100      70     23       0      0
July 25, 2012 ........................     100      59     16       0      0
July 25, 2013 ........................     100      49      5       0      0
July 25, 2014 ........................     100      41      0       0      0
July 25, 2015 ........................     100      34      0       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100      13      0       0      0
July 25, 2021 ........................     100       2      0       0      0
July 25, 2022 ........................     100       0      0       0      0
July 25, 2023 ........................     100       0      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................      10       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.53    8.93   4.63    3.67   4.06
 With Optional Termination ...........   26.47    8.54   4.40    3.53   2.74

S-C-2-6 

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                                             CLASS M8 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100    100
July 25, 2009 ........................     100     100     47      19      0
July 25, 2010 ........................     100      84     32       0      0
July 25, 2011 ........................     100      70     23       0      0
July 25, 2012 ........................     100      59     16       0      0
July 25, 2013 ........................     100      49      0       0      0
July 25, 2014 ........................     100      41      0       0      0
July 25, 2015 ........................     100      34      0       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      20      0       0      0
July 25, 2019 ........................     100      16      0       0      0
July 25, 2020 ........................     100       0      0       0      0
July 25, 2021 ........................     100       0      0       0      0
July 25, 2022 ........................     100       0      0       0      0
July 25, 2023 ........................     100       0      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................       0       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.52    8.81   4.55    3.57   3.75
 With Optional Termination ...........   26.47    8.53   4.40    3.48   2.74



                                             CLASS M9 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100    100
July 25, 2009 ........................     100     100     47      14      0
July 25, 2010 ........................     100      84     32       0      0
July 25, 2011 ........................     100      70     23       0      0
July 25, 2012 ........................     100      59      2       0      0
July 25, 2013 ........................     100      49      0       0      0
July 25, 2014 ........................     100      41      0       0      0
July 25, 2015 ........................     100      34      0       0      0
July 25, 2016 ........................     100      29      0       0      0
July 25, 2017 ........................     100      24      0       0      0
July 25, 2018 ........................     100      19      0       0      0
July 25, 2019 ........................     100       4      0       0      0
July 25, 2020 ........................     100       0      0       0      0
July 25, 2021 ........................     100       0      0       0      0
July 25, 2022 ........................     100       0      0       0      0
July 25, 2023 ........................     100       0      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      30       0      0       0      0
July 25, 2034 ........................       0       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.49    8.64   4.43    3.45   3.56
 With Optional Termination ...........   26.47    8.53   4.38    3.43   2.74



                                             CLASS B1 CERTIFICATES AT THE   
                                                      FOLLOWING             
                                            PERCENTAGES OF THE PREPAYMENT   
                                                     ASSUMPTION:            
                                         -----------------------------------
                                           0%     50%    100%    150%   200%
                                         -----    ----   ----    ----   ----
                                                                            
Initial Percentage ...................     100     100    100     100    100
July 25, 2006 ........................     100     100    100     100    100
July 25, 2007 ........................     100     100    100     100    100
July 25, 2008 ........................     100     100    100     100    100
July 25, 2009 ........................     100     100     47       0      0
July 25, 2010 ........................     100      84     32       0      0
July 25, 2011 ........................     100      70      8       0      0
July 25, 2012 ........................     100      59      0       0      0
July 25, 2013 ........................     100      49      0       0      0
July 25, 2014 ........................     100      41      0       0      0
July 25, 2015 ........................     100      34      0       0      0
July 25, 2016 ........................     100      24      0       0      0
July 25, 2017 ........................     100      11      0       0      0
July 25, 2018 ........................     100       0      0       0      0
July 25, 2019 ........................     100       0      0       0      0
July 25, 2020 ........................     100       0      0       0      0
July 25, 2021 ........................     100       0      0       0      0
July 25, 2022 ........................     100       0      0       0      0
July 25, 2023 ........................     100       0      0       0      0
July 25, 2024 ........................     100       0      0       0      0
July 25, 2025 ........................     100       0      0       0      0
July 25, 2026 ........................     100       0      0       0      0
July 25, 2027 ........................     100       0      0       0      0
July 25, 2028 ........................      97       0      0       0      0
July 25, 2029 ........................      86       0      0       0      0
July 25, 2030 ........................      74       0      0       0      0
July 25, 2031 ........................      60       0      0       0      0
July 25, 2032 ........................      46       0      0       0      0
July 25, 2033 ........................      28       0      0       0      0
July 25, 2034 ........................       0       0      0       0      0
July 25, 2035 ........................       0       0      0       0      0
Weighted Average Life in Years:                                             
 Without Optional Termination ........   26.40    8.26   4.22    3.28   3.35
 With Optional Termination ...........   26.40    8.26   4.22    3.28   2.74

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PERCENTAGE OF THE INITIAL CLASS PRINCIPAL AMOUNT OUTSTANDING FOR: 

                                                        [Enlarge/Download Table]


                                                     CLASS B2 CERTIFICATES AT THE    
                                                               FOLLOWING             
                                                     PERCENTAGES OF THE PREPAYMENT   
                                                              ASSUMPTION:            
                                                  -----------------------------------
                                                   0%      50%    100%   150%    200%
                                                  -----   ----    ----   ----    ----
                                                                                     
Initial Percentage...............................   100    100     100    100     100
July 25, 2006....................................   100    100     100    100     100
July 25, 2007....................................   100    100     100    100     100
July 25, 2008....................................   100    100     100    100     100
July 25, 2009....................................   100    100      47      0       0
July 25, 2010....................................   100     84       4      0       0
July 25, 2011....................................   100     70       0      0       0
July 25, 2012....................................   100     59       0      0       0
July 25, 2013....................................   100     49       0      0       0
July 25, 2014....................................   100     31       0      0       0
July 25, 2015....................................   100     10       0      0       0
July 25, 2016....................................   100      0       0      0       0
July 25, 2017....................................   100      0       0      0       0
July 25, 2018....................................   100      0       0      0       0
July 25, 2019....................................   100      0       0      0       0
July 25, 2020....................................   100      0       0      0       0
July 25, 2021....................................   100      0       0      0       0
July 25, 2022....................................   100      0       0      0       0
July 25, 2023....................................   100      0       0      0       0
July 25, 2024....................................   100      0       0      0       0
July 25, 2025....................................   100      0       0      0       0
July 25, 2026....................................   100      0       0      0       0
July 25, 2027....................................   100      0       0      0       0
July 25, 2028....................................    97      0       0      0       0
July 25, 2029....................................    86      0       0      0       0
July 25, 2030....................................    74      0       0      0       0
July 25, 2031....................................    60      0       0      0       0
July 25, 2032....................................    46      0       0      0       0
July 25, 2033....................................     0      0       0      0       0
July 25, 2034....................................     0      0       0      0       0
July 25, 2035....................................     0      0       0      0       0
Weighted Average Life in Years:                                                      
  Without Optional Termination................... 26.15   7.56    3.86   3.13    3.19
  With Optional Termination...................... 26.15   7.56    3.86   3.13    2.74

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ANNEX D 
SWAP AGREEMENT SCHEDULED NOTIONAL AMOUNTS AND RATES OF PAYMENT

                                                                [Download Table]


    DISTRIBUTION DATE                                                           
       OCCURRING IN:       SCHEDULED NOTIONAL AMOUNT ($):   RATE OF PAYMENT (%):
      --------------      ------------------------------   -------------------- 
                                                                                
August 2005..............                     0.00                  0.00        
September 2005...........         1,663,646,000.00                  3.70        
October 2005.............         1,612,728,000.00                  3.86        
November 2005............         1,563,359,000.00                  4.00        
December 2005............         1,515,495,000.00                  4.12        
January 2006.............         1,469,087,000.00                  4.16        
February 2006............         1,424,093,000.00                  4.18        
March 2006...............         1,380,468,000.00                  4.21        
April 2006...............         1,338,172,000.00                  4.21        
May 2006.................         1,297,164,000.00                  4.22        
June 2006................         1,257,404,000.00                  4.23        
July 2006................         1,218,855,000.00                  4.24        
August 2006..............         1,172,856,000.00                  4.24        
September 2006...........         1,127,138,000.00                  4.25        
October 2006.............         1,081,787,000.00                  4.25        
November 2006............         1,036,889,000.00                  4.26        
December 2006............           992,523,000.00                  4.29        
January 2007.............           948,767,000.00                  4.28        
February 2007............           905,694,000.00                  4.25        
March 2007...............           863,374,000.00                  4.25        
April 2007...............           821,867,000.00                  4.25        
May 2007.................           781,237,000.00                  4.25        
June 2007................           741,536,000.00                  4.26        
July 2007................           702,816,000.00                  4.28        
August 2007..............           569,388,000.00                  4.29        
September 2007...........           497,678,000.00                  4.30        
October 2007.............           434,998,000.00                  4.31        
November 2007............           387,347,000.00                  4.31        
December 2007............           350,195,000.00                  4.32        
January 2008.............           320,698,000.00                  4.33        
February 2008............           296,972,000.00                  4.34        
March 2008...............           277,712,000.00                  4.35        
April 2008...............           261,990,000.00                  4.35        
May 2008.................           249,129,000.00                  4.36        
June 2008................           236,897,000.00                  4.37        
July 2008................           225,272,000.00                  4.38        
August 2008..............           214,216,000.00                  4.39        
September 2008...........           203,701,000.00                  4.39        
October 2008.............           193,702,000.00                  4.40        
November 2008............           184,193,000.00                  4.41        
December 2008............           175,151,000.00                  4.42        
January 2009.............           166,550,000.00                  4.43        
February 2009............           158,373,000.00                  4.43        
March 2009...............           150,595,000.00                  4.44        
April 2009...............           143,200,000.00                  4.45        
May 2009.................           136,167,000.00                  4.46        
June 2009................           129,478,000.00                  4.47        
July 2009................           123,119,000.00                  4.48        
August 2009..............           117,070,000.00                  4.49        
September 2009...........           111,318,000.00                  4.50        
October 2009.............           105,848,000.00                  4.51        
November 2009............           100,647,000.00                  4.52        
December 2009............            95,701,000.00                  4.53        
January 2010.............            90,997,000.00                  4.53        
February 2010............            86,525,000.00                  4.54        
March 2010...............            82,272,000.00                  4.55        
April 2010...............            78,226,000.00                  4.55        
May 2010.................            74,379,000.00                  4.55        
June 2010................            70,719,000.00                  4.56        
July 2010................            67,228,000.00                  4.56        
August 2010 and                                                                 
  thereafter.............                     0.00                  0.00        

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PROSPECTUS                                                                      

STRUCTURED ASSET SECURITIES CORPORATION 
DEPOSITOR 

ASSET-BACKED CERTIFICATES 
ASSET-BACKED NOTES
(ISSUABLE IN SERIES)

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

EACH TRUST FUND:                                                                

o  may periodically issue asset-backed pass-through certificates or asset       
backed notes, in each case in one or more series with one or more classes;
and                                                                       

o will be established to hold assets transferred to it by Structured Asset
Securities Corporation, including:                                    

    o  mortgage loans, including closed-end and/or revolving home equity loans
     or specified balances thereof, or participation interests in mortgage
  loans, including loans secured by one- to four- family residential
     properties, manufactured housing, shares in cooperative corporations,
multifamily properties and mixed use residential and commercial 
properties;                                                     

o  mortgage backed certificates insured or guaranteed by Fannie Mae,  
Freddie Mac or Ginnie Mae;                                      

   o  private mortgage backed certificates, as described in this prospectus;
and                                                             

   o  payments due on those mortgage loans and mortgage backed certificates.

  The assets in your trust fund will be specified in the prospectus supplement
for your trust fund, while the types of assets that may be included in a trust  
fund, whether or not included in your trust fund, are described in greater      
detail in this prospectus.                                                      

THE SECURITIES:                                                                 

o  will be offered for sale pursuant to a prospectus supplement;                

o  will evidence beneficial ownership of, or be secured by, the assets in the   
related trust fund and will be paid only from the trust fund assets       
described in the related prospectus supplement; and                       

o  may have one or more forms of credit enhancement.                            

The securityholders will receive distributions of principal and interest  
that are dependent upon the rate of payments, including prepayments, on the     
mortgage loans, mortgage backed certificates and other assets in the trust      
fund.                                                                           

 The prospectus supplement will state whether the securities are expected to
be classified as indebtedness and whether the trust will make a REMIC election  
for federal income tax purposes.                                                

 The Attorney General of the State of New York has not passed on or endorsed
the merits of this offering. Any representation to the contrary is unlawful.    

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES   
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS  
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL          
OFFENSE.                                                                        
LEHMAN BROTHERS 

The date of this prospectus is July 26, 2005

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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        
OFFERED SECURITIES. YOU SHOULD ALSO CAREFULLY CONSIDER THE INFORMATION SET      
FORTH UNDER "RISK FACTORS" IN THE PROSPECTUS SUPPLEMENT.                        

MORTGAGE LOANS ORIGINATED ACCORDING TO                                          
NON-AGENCY UNDERWRITING GUIDELINES                                            
MAY HAVE HIGHER EXPECTED                                                      
DELINQUENCIES  . . . . . . . . . .   If specified in the related prospectus   
                                   supplement, the mortgage loans may have
                        been originated according to
                               underwriting guidelines that do not
                                 comply with Fannie Mae or Freddie Mac
                               guidelines. These types of mortgage
                              loans are sometimes referred to as
                            "subprime," "non-prime" or "non-
                               conforming" mortgage loans. Whereas
                               "prime" loans are typically made to
                              borrowers who have a strong credit
                                  history and can demonstrate a capacity
                                    to repay their loans, subprime loans are
                               typically made to borrowers who are
                                    perceived as deficient in either or both
                                of these respects. The borrowers may
                                    have imperfect credit histories, ranging
                                   from minor delinquencies to bankruptcy,
                                or relatively high ratios of monthly
                          mortgage payments to income or
                                   relatively high ratios of total monthly
                                    credit payments to income. While lenders
                                consider a borrower's credit history
                                    when determining whether a loan is other
                              than prime, they also consider the
                                  mortgage loan characteristics, such as
                                 loan-to-value ratio, or attributes of
                                   the property that may cause the loan to
                       carry elevated credit risk.

                               Compared with prime loans, subprime
                                loans typically have higher loan-to-
                                value ratios, reflecting the greater
                                   difficulty that subprime borrowers have
                           in making down payments and the
                                    propensity of these borrowers to extract
                                    equity during refinancing. Historically,
                                  subprime borrowers pay higher rates of
                              interest, go into delinquency more
                            often, and have their properties
                                   foreclosed at a higher rate than either
                                    prime borrowers or borrowers of mortgage
                               loans originated in accordance with
                                 Fannie Mae or Freddie Mac guidelines.

                                 A significant portion of the mortgage
                                 loans in the trust fund may have been
                              classified in these relatively low
                                 (i.e., relatively higher risk) credit
                                    categories. In addition, if specified in
                                   the related prospectus supplement, some
                                    of the mortgage loans may also represent
                                either one or more exceptions to the
                               applicable underwriting guidelines.

                                Rising unemployment, higher interest
                                 rates, or a decline in housing prices
                                  generally or in certain regions of the
                                   United States may have a greater effect
                            on the delinquency, foreclosure,
                             bankruptcy and loss experience of
                             subprime mortgage loans and other
                                   mortgage loans of relatively low credit
                          quality 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. These risks are
                                magnified with respect to adjustable
                              rate mortgage loans, interest-only
                              mortgage loans, loans with balloon
                                payments and loans which provide for
                                    negative amortization. See "--Changes in
                                  U.S. Economic Conditions May Adversely
                              Affect the Performance of Mortgage
                               Loans, Particularly Adjustable Rate
                                    Loans of Various Types" for a discussion
                                   of risks related to economic conditions
                                  generally and adjustable rate mortgage
  loans.

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                                   Consequently, mortgage loans originated
                                according to underwriting guidelines
                                   that are not as strict as Fannie Mae or
                                   Freddie Mac guidelines may be 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.

                                   "ALT-A" MORTGAGE LOANS: If specified in
                                  the related prospectus supplement, the
                                 trust fund may include mortgage loans
                                   originated according to "Alternative-A"
                               or "Alt-A" underwriting guidelines.
                                   Although Alt-A loans are typically made
                                 to borrowers who have a strong credit
                                  history and can demonstrate a capacity
                                to repay their loans, Alt-A mortgage
                      loans may have some of the
                                 characteristics and risks of subprime
                              mortgage loans described above. In
                                    particular, Alt-A mortgage loans (1) are
                               often originated under underwriting
                                    guidelines with more limited and reduced
                                documentation requirements, (2) have
                                  higher loan-to-value ratios than prime
                                    loans, (3) are more likely to be secured
                                   by properties not primarily occupied by
                                 the related borrower than prime loans
                                    and (4) often have prepayment penalties.
                                   You should consider the risks discussed
                                  above if the trust fund contains Alt-A
           mortgage loans.

                                 See "Loan Underwriting Procedures and
                                 Standards" in this prospectus and see
                           the prospectus supplement for a
                                 description of the characteristics of
                                the related mortgage loans and for a
                                   general description of the underwriting
                                 guidelines applied in originating the
                   related mortgage loans.

ASPECTS OF THE MORTGAGE LOAN                                                    
ORIGINATION PROCESS MAY RESULT IN                                             
HIGHER EXPECTED DELINQUENCIES  . .   Various factors in the process of        
                                 originating the mortgage loans in the
                             trust fund may have the effect of
                                    increasing delinquencies and defaults on
                                 the mortgage loans. These factors may
                                include any or all of the following:

                                  APPRAISAL QUALITY: During the mortgage
                                 loan underwriting process, appraisals
                          are generally obtained on each
                               prospective mortgaged property. The
                                quality of these appraisals may vary
                               widely in accuracy and consistency.
                                  Because in most cases the appraiser is
                                   selected by the mortgage loan broker or
                                   lender, the appraiser may feel pressure
                                    from that broker or lender to provide an
                                appraisal in the amount necessary to
                                   enable the originator to make the loan,
                                    whether or not the value of the property
                              justifies such an appraised value.
                                 Inaccurate or inflated appraisals may
                                   result in an increase in the number and
                              severity of losses on the mortgage
  loans.

                                  STATED INCOME UNDERWRITING GUIDELINES:
                                   Most underwriting guidelines applied in
                                  the origination of mortgage loans have
                       several different levels of
                                    documentation requirements applicable to
                            prospective borrowers. There has
                                 recently been an increasing number of
                                   mortgage loans originated under "stated
                             income" programs, which permit an
                                    applicant to qualify for a mortgage loan
                                  based upon monthly income as stated on
                                 the mortgage loan application, if the
                             applicant meets certain criteria.
                                Typically no verification of monthly
                                  income is required under stated income
                                   programs, which increases the risk that
                                 these borrowers have overstated their
                              income and may not have sufficient
                                 income to make their monthly mortgage
                                  loan payments. You should consider the
                                 risk that a higher number of mortgage
                                loans originated under stated income
                            programs may result in increased
                             delinquencies and defaults on the
                             mortgage loans in the trust fund.

                                   NON-OWNER OCCUPIED PROPERTIES: Mortgage
                                   Loans secured by properties acquired by
                                investors for the purposes of rental
             income or capital

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                                   appreciation, or properties acquired as
                             second homes, tend to have higher
                                 severities of default than properties
                              that are regularly occupied by the
                                 related borrowers. In a default, real
                                   property investors who do not reside in
                              the mortgaged property may be more
                                   likely to abandon the related mortgaged
                                    property, increasing the severity of the
    default.

                                BROKER AND CORRESPONDENT ORIGINATION
                               VERSUS RETAIL ORIGINATION: Mortgage
                              loans that have been originated on
                        behalf of the originators by
                                  unaffiliated brokers or correspondents
                                   rather than directly by the originators
                                   themselves may experience a higher rate
                             of delinquencies and defaults. In
                               particular, a substantial number of
                                  subprime mortgage loans are originated
                                  by brokers rather than directly by the
                related originators.

                         FRAUD: Fraud committed in the
                            origination process may increase
                             delinquencies and defaults on the
                                   mortgage loans. For example, a borrower
                                   may present fraudulent documentation to
                             a lender during the mortgage loan
                                  underwriting process, which may enable
                                the borrower to qualify for a higher
                                   balance or lower interest rate mortgage
                                  loan than the borrower would otherwise
                                  qualify for. In addition, increasingly
                                 frequent incidences of identity theft
                                    involving borrowers, particularly in the
                                case of mortgage loans originated by
                         brokers and under streamlined
                                  origination programs, may result in an
                                   increased number of fraudulent mortgage
                           loans that are not secured by a
                                   mortgaged property. You should consider
                            the potential effect of fraud by
                              borrowers, brokers and other third
                                    parties on the yield on your securities.

                                  SELF-EMPLOYED BORROWERS: Self-employed
                                   borrowers may be more likely to default
                                    on their mortgage loans than salaried or
                                commissioned borrowers and generally
                            have less predictable income. In
                                  addition, many self-employed borrowers
                                are small business owners who may be
                                personally liable for their business
                                   debt. Consequently, you should consider
                                 that a higher number of self-employed
                             borrowers may result in increased
                                 defaults on the mortgage loans in the
       trust fund.

                                 FIRST TIME BORROWERS: First time home
                                  buyers are often younger, have shorter
                             credit histories, are more highly
                                   leveraged and have less experience with
                         undertaking mortgage debt and
                                   maintaining a residential property than
                                  other borrowers. The presence of loans
                                to first time buyers in the mortgage
                                    pool may increase the number of defaults
                  on the mortgage loans.

                                Although the aspects of the mortgage
                                    loan origination process described above
                                   may be indicative of the performance of
                           the mortgage loans, information
                              regarding these factors may not be
                                   available for the mortgage loans in the
                               trust fund, unless specified in the
                  prospectus supplement.

                                 See "Loan Underwriting Procedures and
                                 Standards" in this prospectus and see
                           the prospectus supplement for a
                                 description of the characteristics of
                                the related mortgage loans and for a
                                   general description of the underwriting
                                 guidelines applied in originating the
                   related mortgage loans.

CHANGES IN U.S. ECONOMIC CONDITIONS                                             
MAY ADVERSELY AFFECT THE PERFORMANCE                                          
OF MORTGAGE LOANS, PARTICULARLY                                               
ADJUSTABLE RATE LOANS OF VARIOUS                                              
TYPES  . . . . . . . . . . . . . .   Recently, an increasingly large          
                                    proportion of residential mortgage loans
                                originated in the United States have
                                been adjustable rate mortgage loans,
                                   including loans that have interest-only
                              or negative amortization features.

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                               Mortgage loans that are referred to
                                 generally as adjustable rate mortgage
                                  loans, or ARMs, may include any of the
                     following types of loans:

                                o mortgage loans whose interest rate
                                  adjusts on the basis of a variable
                                     index plus a margin, with the initial
                                  adjustment typically occurring six
                               months after origination of the
                                     related mortgage loan and adjustments
                                      occurring every six months thereafter;
                                     these loans may or may not have a low
                           introductory interest rate;

                            o "hybrid" mortgage loans, whose
                                      interest rate is fixed for the initial
                               period specified in the related
                                     mortgage note, and thereafter adjusts
                                 periodically based on the related
      index;

                                   o "interest-only" mortgage loans, which
                                      provide for payment of interest at the
                                      related mortgage interest rate, but no
                                    payment of principal, for the period
                                 specified in the related mortgage
                                     note; thereafter, the monthly payment
                                    is increased to an amount sufficient
                                    to amortize the principal balance of
                                    the mortgage loan over the remaining
                               term and to pay interest at the
                                  applicable mortgage interest rate;

                              o "negative amortization" mortgage
                           loans, which may have a low
                               introductory interest rate, and
                                   thereafter have a mortgage interest
                                     rate which adjusts periodically based
                                  on the related index; however, the
                                   borrower is only required to make a
                                     minimum monthly payment which may not
                                be sufficient to pay the monthly
                                      interest due, resulting in an increase
                               to the principal balance of the
                                     mortgage loan by the amount of unpaid
             interest; and

                                  o "option ARMs," which combine several
                                   of the features described above and
                                    permit the borrower to elect whether
                                    to make a monthly payment sufficient
                                    to pay accrued interest and amortize
                              the principal balance, make an
                               interest-only payment or make a
                           minimum payment that may be
                                    insufficient to pay accrued interest
                                      (with the unpaid interest added to the
                               principal balance of the loan).

                                  If specified in the related prospectus
                                  supplement, the trust fund may include
                               significant concentrations of these
                                    types of adjustable rate mortgage loans,
                             which present special default and
             prepayment risks.

                                  The primary attraction to borrowers of
                               these adjustable rate mortgage loan
                            products is that initial monthly
                         mortgage loan payments can be
                                  significantly lower than fixed rate or
                                    level pay mortgage loans under which the
                            borrower pays both principal and
                                  interest at an interest rate fixed for
                               the life of the mortgage loan. As a
                                    result, many borrowers are able to incur
                               substantially greater mortgage debt
                              using one of these adjustable rate
                                    mortgage loan products than if they used
                       a fixed rate mortgage loan.

                                In addition, a substantial number of
                                these adjustable rate mortgage loans
                                  have been originated in regions of the
                                    United States that have seen substantial
                                  residential housing price appreciation
                            over the past few years, such as
                                   California and major metropolitan areas
                                    in other states. Many borrowers in these
                             markets have used adjustable rate
                                    mortgage loan products to purchase homes
                                 that are comparatively larger or more
                                    expensive than they would otherwise have
                                purchased with a fixed rate mortgage
                               loan with relatively higher monthly
                                    payments. These borrowers may have taken
                                   out these mortgage loan products in the
                                    expectation that either (1) their income
                                  will rise by the time their fixed rate
                                   period or interest-only period expires,
                                 thus enabling them to make the higher
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                                 appreciating real estate market, they
                                   will be able to sell their property for
                             a higher price or will be able to
                                  refinance the mortgage loan before the
                           expiration of the fixed rate or
                 interest-only period.

                                   Borrowers with adjustable rate mortgage
                           loans will likely be exposed to
                                   increased monthly payments (1) when the
                                 mortgage interest rate adjusts upward
                                    from a low introductory rate to the rate
                           computed in accordance with the
                               applicable index and margin, (2) if
                                  interest rates rise significantly, (3)
                                 in the case of interest-only mortgage
                              loans, from the large increases in
                                   monthly payments when the interest-only
                                    terms expire and the monthly payments on
                                    these loans are recalculated to amortize
                                  the outstanding principal balance over
                                    the remaining term or (4) in the case of
                            loans with negative amortization
                                 features, from the large increases in
                                  monthly payments when the payments are
                                    recalculated to amortize the outstanding
              principal balance.

                                    In recent years, mortgage interest rates
                                 have been at historically low levels.
                                   Although short-term interest rates have
                               increased from their lowest levels,
                                  long-term interest rates have remained
                                 low. If mortgage interest rates rise,
                               borrowers will experience increased
                                monthly payments on their adjustable
                             rate mortgage loans. As the fixed
                                   interest rates on hybrid mortgage loans
                                   expire and convert to adjustable rates,
                                   borrowers may find that the new minimum
                                    monthly payments are considerably higher
                                  and they may not be able to make those
     payments.

                                  In addition, without regard to changes
                                   in interest rates, the monthly payments
                                   on mortgage loans with interest-only or
                               negative amortization features will
                           increase substantially when the
                     principal must be repaid.

                                  Any of these factors, or a combination
                                  of these factors, could cause mortgage
                                    loan defaults to increase substantially.

                                   Borrowers who intend to avoid increased
                                 monthly payments by refinancing their
                                    mortgage loans may find that lenders may
                                   not in the future be willing or able to
                                offer these adjustable rate mortgage
                            loan products, or to offer these
                               products at relatively low interest
                              rates. A decline in housing prices
                                  generally or in certain regions of the
                                    United States could also leave borrowers
                                   with insufficient equity in their homes
                           to permit them to refinance. In
                                  addition, if the recent rapid increase
                                    in house prices ceases or housing prices
                                 decline, borrowers who intend to sell
                             their properties on or before the
                                   expiration of the fixed rate periods or
                                   interest-only periods on their mortgage
                                loans may find that they cannot sell
                                   their properties for an amount equal to
                                or greater than the unpaid principal
                                 balance of their loans, especially in
                             the case of negative amortization
                                    mortgage loans. These events could cause
                                  borrowers to default on their mortgage
  loans.

                                    Rising unemployment and slow wage growth
                                   in certain regions of the United States
                              or generally could also impact the
                          ability of many borrowers with
                                  adjustable rate mortgage loans to make
                                 the higher monthly payments resulting
                             from the expiration of fixed rate
                                periods or interest-only periods, or
                                from increases in interest rates. If
                                    borrowers become unemployed in a slowing
                                  economy, or if they find that expected
                                 increases in personal income have not
                                    occurred, they may be unable to make the
                             higher monthly mortgage payments.

                            It is likely that borrowers with
                                    adjustable rate mortgage loans will over
                                 the next several years be required to
                              spend a larger proportion of their
                                  income to service their mortgage debt.
                                  This increase could, in the absence of
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                               wage growth, come at the expense of
                                  other expenditures by these borrowers,
                                 particularly consumer spending. It is
                               possible that a decline in consumer
                                    spending could cause the U.S. economy to
                                  slow or decline, which could give rise
                                 to increased unemployment and falling
                                property values. These factors would
                                 negatively impact the ability of many
                             borrowers to meet their increased
                                  monthly mortgage payments as described
                               above As a consequence, defaults on
                              adjustable rate mortgage loans may
                   increase significantly.

                               Any of the factors described above,
                                    alone or in combination, could adversely
                                affect the yield on your securities.
                               Depending upon the type of security
                             purchased and the price paid, the
                         adverse yield effect could be
        substantial.

                                  These risks are magnified with respect
                                  to mortgage loans made on the basis of
                                relatively low credit standards. See
                                  "--Mortgage Loans Originated According
                                 to Non-Agency Underwriting Guidelines
                                   May Have Higher Expected Delinquencies"
                                for a discussion of risks related to
                             mortgage loans that are sometimes
                            referred to as "subprime," "non-
                                    conforming" or "alt-A," or are otherwise
                                originated in accordance with credit
                                  standards that do not conform to those
                         of Fannie Mae or Freddie Mac.

                            Several types of adjustable rate
                              mortgage loans discussed above, in
                                  particular "option" ARMs and interest-
                               only mortgage loans, have only been
                                    originated in any significant numbers in
                                  relatively recent years. Consequently,
                            there is no material statistical
                                   information showing payment and default
                                   trends under a variety of macroeconomic
                                    conditions. In particular, it is unclear
                                 how these mortgage loan products will
                                    perform in a declining housing market or
                              under other negative macroeconomic
       conditions.

                                  See "--Risks Related to Mortgage Loans
                            with Interest-Only Payments" and
                                   "--Risks Related to Mortgage Loans that
                                  Provide for Negative Amortization" for
                                further discussion of mortgage loans
                          with interest-only or negative
                                amortization features, respectively.

RISKS RELATED TO MORTGAGE LOANS WITH                                            
INTEREST-ONLY PAYMENTS . . . . . .   If specified in the related prospectus   
                                  supplement, some of the mortgage loans
                                to be included in the trust fund may
                                  provide for payment of interest at the
                                  related mortgage interest rate, but no
                                payment of principal, for the period
                                  following origination specified in the
                                    related prospectus supplement. Following
                                    the applicable interest-only period, the
                                   monthly payment with respect to 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 applicable mortgage
          interest rate.

                                If applicable, the presence of these
                                  mortgage loans in the trust fund will,
                                  absent other considerations, result in
                                longer weighted average lives of the
                                   related securities than would have been
                             the case had these loans not been
                                    included in the trust fund. In addition,
                                 borrowers may view the absence of any
                           obligation to make a payment of
                              principal during the interest-only
                                  period following origination specified
                                   in the related prospectus supplement as
                         a disincentive to prepayment.
                                 Conversely, however, borrowers may be
                                   more likely to refinance their mortgage
                                loans when the related interest-only
                                  period expires, resulting in increased
        prepayments.

                                  After a borrower's monthly payment has
                               been increased to include principal
                                   amortization, and assuming the borrower
                                   does not refinance the related mortgage
                                    loan, delinquency or default may be more
   likely.

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                                See also "--Changes in U.S. Economic
                               Conditions May Adversely Affect the
                          Performance of Mortgage Loans,
                                 Particularly Adjustable Rate Loans of
                                    Various Types" for a discussion of risks
                                   related to interest-only mortgage loans
                    and economic conditions.

RISKS RELATED TO MORTGAGE LOANS                                                 
THAT PROVIDE FOR NEGATIVE                                                     
AMORTIZATION  . . . . . . . . . .   If specified in the related prospectus  
                                  supplement, the trust fund may include
                               mortgage loans that provide for so-
                                    called "negative amortization." Negative
                                 amortization mortgage loans generally
                                   provide the borrower with a low initial
                                   introductory interest rate. Thereafter,
                                    the mortgage interest rate is calculated
                                 at the index specified in the related
                             mortgage note plus the applicable
                                 margin. However, the borrower is only
                                   required to make (or may elect to make)
                                   for the period specified in the related
                                   mortgage note a minimum monthly payment
                            on the mortgage loan that may be
                                sufficient to amortize the principal
                                 balance of the mortgage loan over the
                             remaining term but not to pay all
                                    accrued interest, or may be insufficient
                                    to pay accrued interest and not amortize
                         the principal balance at all.

                                  At the end of this initial period, and
                                   periodically thereafter, the borrower's
                                  minimum monthly payment is adjusted to
                                 reflect the prevailing interest rate,
                                consisting of the current applicable
                                    index plus the applicable margin, plus a
                                   principal amount sufficient to amortize
                                the mortgage loan over the remaining
                           applicable term. Typically, the
                                  borrower's monthly payment will not be
                                 increased or decreased by more than a
                                    periodic cap and is subject to a maximum
                              interest rate, as specified in the
                                related mortgage note. Nevertheless,
                             although each year's recalculated
                                monthly payment will be based on the
                                   prevailing rate of the applicable index
                             at the time of the annual payment
                                    adjustment date, this index may continue
                               to adjust up or down throughout the
               course of the year.

                              During a period of rising interest
                               rates, as well as before the annual
                             adjustment to the minimum monthly
                                    payment made by the borrower, the amount
                                 of interest accruing on the principal
                                    balance of the related mortgage loan may
                              exceed the amount of the scheduled
                                   monthly payment. As a result, a portion
                                  of the accrued interest on the related
                             mortgage loan may become deferred
                              interest that will be added to its
                                principal balance and will also bear
                               interest at the applicable interest
 rate.

                              In addition, the amount by which a
                                 monthly payment may be adjusted on an
                             annual payment adjustment date is
                            generally limited and may not be
                                   sufficient to amortize fully the unpaid
                           principal balance of a negative
                               amortization mortgage loan over its
                       remaining term to maturity.

                                  Generally, under the circumstances and
                                    at the intervals provided in the related
                                  mortgage note, the monthly payment due
                                    on a negative amortization mortgage loan
                                  will be "recast" without regard to the
                                   related payment cap in order to provide
                                  for payment of the outstanding balance
                                   of the mortgage loan over its remaining
 term.

                               In summary, then, as interest rates
                                increase (or, in some cases, even if
                                 market interest rates remain stable),
                               the principal balance of a negative
                                    amortization mortgage loan will increase
                             over time, thereby increasing the
                              monthly payments to be paid by the
                                   borrower when principal must be repaid,
                                 making refinancing more difficult and
                                   increasing the potential adverse effect
                                   of macroeconomic trends. See "--Changes
                           in U.S. Economic Conditions May
                               Adversely Affect the Performance of
                                   Mortgage Loans, Particularly Adjustable
                               Rate Loans of Various Types" above.

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                                    In addition, any deferral of interest on
                                negative amortization mortgage loans
                                    will result in a reduction of the amount
                                   of interest available to be distributed
                             as interest to the securities. If
                               specified in the related prospectus
                                 supplement, the reduction in interest
                                  collections may be offset, in part, by
                                    applying certain prepayments received on
                                   the mortgage loans to interest payments
                                on the securities. In that case, the
                                  excess of any deferred interest on the
                               mortgage loans over the prepayments
                                  received on the mortgage loans, or net
                                deferred interest, will be allocated
                                 among the classes of securities in an
                             amount equal to the excess of the
                                  interest accrued on each such class at
                                 its applicable interest rate over the
                              amount of interest that would have
                                   accrued if the applicable interest rate
                                   for each class had been equal to a rate
                                 adjusted for net deferred interest on
                                    the related mortgage loans, as described
                                 in the related prospectus supplement.
                               Any such allocation of net deferred
                                   interest could, as a result, affect the
                            weighted average maturity of the
                         affected class of securities.

EARLY OR MULTIPLE PAYMENT DEFAULTS                                              
MAY BE INDICATIVE OF HIGHER RATES                                             
OF DELINQUENCIES AND LOSSES IN THE                                            
FUTURE . . . . . . . . . . . . . .   As specified in the related prospectus   
                                    supplement, a certain number of mortgage
                                   loans included in the trust fund may be
                                   delinquent as of the applicable cut-off
                               date or may have been delinquent in
                                    payment in the last twelve months on one
              or more due dates.

                                   Prior delinquencies and, in particular,
                                   first or early payment defaults, may be
                                   an indication of underwriting errors in
                                assessing the financial means and/or
                                   credit history of the borrower or of an
                                  adverse change in the financial status
                                 of the borrower. These 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 whose
                                 borrowers have more favorable payment
      histories.

MORTGAGE LOANS WITH HIGH ORIGINAL                                               
LOAN-TO-VALUE RATIOS MAY PRESENT A                                            
GREATER RISK OF LOSS . . . . . . .   As specified in the related prospectus   
                                    supplement, a certain number of mortgage
                                loans included in the trust fund may
                                 have original loan-to-value ratios of
                                 greater than 80%. Mortgage loans with
                                   high loan-to-value ratios, particularly
                                those in excess of 100%, may be more
                            likely to experience default and
                                    foreclosure than mortgage loans with low
                          original loan-to-value ratios.

                              Moreover, mortgage loans with high
                                  original loan-to-value ratios are more
                              likely to be subject to a judicial
                           reduction of the loan amount in
                                bankruptcy or other proceedings than
                                    mortgage loans with lower original loan-
                                  to-value ratios. If a court relieves a
                                  borrower's obligation to repay amounts
                                  otherwise due on a mortgage loan, none
                                   of the servicers or the master servicer
                                will be required to advance funds in
                                respect of relieved amounts, and any
                              related loss may reduce the amount
                                    available to be paid to securityholders.
                                 In such event, holders of subordinate
                                    classes of securities may suffer losses.

SPECIAL DEFAULT RISK OF SECOND                                                  
LIEN MORTGAGE LOANS  . . . . . . .   If the related prospectus supplement     
                                  specifies that the trust fund includes
                              mortgage loans that are secured by
                                 second liens on the related mortgaged
                                  properties, these second lien mortgage
                                   loans will be subordinate to the rights
                                    of the mortgagee under the related first
                                 mortgages. Generally, the holder of a
                             second lien mortgage loan will be
                                    subject to a loss of its mortgage if the
                           holder of the first mortgage is
                            successful in foreclosure of its
     mortgage,

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                                   because no second liens or encumbrances
                                    survive such a foreclosure. In addition,
                            due to the priority of the first
                                   mortgage, the holder of the second lien
                                   mortgage may not be able to control the
                              timing, method or procedure of any
                              foreclosure action relating to the
                                mortgaged property. Furthermore, any
                                  liquidation, insurance or condemnation
                                proceeds received on the second lien
                                 mortgage will be available to satisfy
                                   the outstanding balance of the mortgage
                                  loan only to the extent that the claim
                                  of the related first mortgage has been
                            satisfied in full, including any
                              foreclosure costs. Accordingly, if
                                    liquidation proceeds are insufficient to
                                    satisfy the mortgage loan secured by the
                                  second lien and all prior liens in the
                                    aggregate, and if the credit enhancement
                               provided by any excess interest and
                                 overcollateralization (if applicable)
                              has been exhausted or is otherwise
                          unavailable to cover the loss,
                                 securityholders will bear the risk of
                                  delay in payments while any deficiency
                                   judgment against the borrower is sought
                                  and the risk of loss if the deficiency
                              judgment is not pursued, cannot be
                               obtained or is not realized for any
         other reason.

RISKS RELATED TO SIMULTANEOUS SECOND                                            
LIENS AND OTHER BORROWER DEBT  . .   At the time of origination of any first  
                                  lien mortgage loans in the trust fund,
                                the originators or other lenders may
                                   also have made second lien loans to the
                                    same borrowers that will not be included
                                 in the trust fund. In addition, other
                                borrowers whose first lien loans are
                               included in the trust fund may have
                                 obtained secondary mortgage financing
                                   following origination of the first lien
                             loans. In addition, borrowers may
                                 increase their aggregate indebtedness
                                   substantially by assuming consumer debt
                           of various types. Consequently,
                                    investors should consider that borrowers
                                   who have less equity in their homes, or
                             who have substantial mortgage and
                              consumer indebtedness, may be more
                                    likely to default and may be more likely
                                 to submit to foreclosure proceedings.

                                 In addition, the nature of any second
                             lien may influence the prepayment
                             characteristics of the first lien
                                 included in the trust fund. Borrowers
                               may be more likely to refinance and
                                    prepay the first lien when any secondary
                                   mortgage financing becomes due in full,
                                and consequently investors should be
                                    aware that the rate of prepayment of the
                                  first lien mortgage loans in the trust
                                  fund may be affected by any associated
              second lien loans.

GEOGRAPHIC CONCENTRATION OF                                                     
MORTGAGE LOANS . . . . . . . . . .   The mortgage loans to be included in the 
                                    trust fund may be concentrated in one or
                                    more states, as specified in the related
                              prospectus supplement. The rate of
                                 delinquencies, defaults and losses on
                                    the mortgage loans may be higher than if
                            fewer of the mortgage loans were
                                    concentrated in those states because the
                            following conditions will have a
                                   disproportionate impact on the mortgage
             loans in general:

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

                              o Declines in the residential real
                                 estate market in those states may
                               reduce the values of properties
                                    located in those states, which would
                                     result in an increase in the loan-to-
                                    value ratios of the related mortgage
      loans.

                                   o Properties in California and Florida,
                                      in particular, 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 hurricanes,
                                      floods, wildfires, mudslides and other
                  natural disasters.

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                                  o Predatory lending laws or other laws
                          which tend to restrict the
                                 availability of credit in certain
                                      cities, counties or states may limit a
                                  borrower's refinancing options and
                                   increase the chances of default and
            foreclosure.

                                   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 principal of those
           mortgage loans.

                                    For additional information regarding the
                                    geographic concentration of the mortgage
                                   loans to be included in the trust fund,
                                    see the geographic distribution table or
                                tables in the prospectus supplement.

BALLOON LOANS . . . . . . . . . . .   If specified in the related prospectus    
                                supplement, the mortgage loans to be
                                  included in the trust fund may include
                               balloon loans. Balloon loans pose a
                            special payment risk because the
                              borrower must pay a large lump sum
                                  payment of principal at the end of the
                                   loan term. If the borrower is unable to
                              pay the lump sum or refinance such
                                amount, you may suffer a loss if the
                                   collateral for the loan is insufficient
                         and the other forms of credit
                           enhancement are insufficient or
                          unavailable to cover the loss.

DEFAULT RISK ON HIGH BALANCE MORTGAGE                                           
LOANS  . . . . . . . . . . . . . .   If specified in the related prospectus   
                                   supplement, a certain percentage of the
                                mortgage loans included in the trust
                                   fund may have a principal balance as of
                         the cut-off date in excess of
                                    $1,000,000. You should consider the risk
                                    that the loss and delinquency experience
                                  on these high balance loans may have a
                                disproportionate effect on the trust
            fund as a whole.

SPECIAL RISKS ASSOCIATED WITH                                                   
MULTIFAMILY, MIXED USE AND                                                    
COMMERCIAL MORTGAGE LOANS  . . . .   If specified in the related prospectus   
                                   supplement, mortgage loans in the trust
                           fund may be secured by liens on
                         multifamily properties, mixed
                                 residential/commercial properties and
                                    fee simple and/or leasehold interests in
                                 various types of commercial property.
                                 Commercial loans, mixed use loans and
                                multifamily loans may have a greater
                         likelihood of delinquency and
                                foreclosure, and therefore a greater
                                   likelihood of loss, than mortgage loans
                                secured by single-family residential
                                    properties. The ability of a borrower to
                                repay a single-family loan typically
                               depends primarily on the borrower's
                               household income rather than on the
                               capacity of the property to produce
                                 income, and (other than in geographic
                                    areas where employment is dependent upon
                                  a particular employer or industry) the
                                  borrower's income tends not to reflect
                                   directly the value of their property. A
                                    decline in the income of a borrower on a
                                    loan secured by a single family property
                              may therefore adversely affect the
                                performance of the loan, but may not
                                affect the liquidation value of that
                                   property. In contrast, the ability of a
                                  borrower to repay a loan secured by an
                               income-producing property typically
                               depends primarily on the successful
                            operation and management of that
                                   property rather than on any independent
                                income or assets of the borrower and
                              thus, in general, the value of the
                             income-producing property also is
                                 directly related to the net operating
                                 income derived from that property. In
                                some cases, the borrower may have no
                                    material assets other than the mortgaged
                              property. Consequently, if the net
                               operating income of the property is
                              reduced (for example, if rental or
                                occupancy rates decline, competition
                                 increases or real estate tax rates or
                                   other operating expenses increase), the
                                    borrower's ability to repay the loan may
                                  be impaired, and the liquidation value
                               of the related property also may be
                                    adversely affected. In addition, in some
                               cases the loans will have been made

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                                  on a nonrecourse basis, so that in the
                                 event of default by the borrower, the
                                only source of repayment will be the
                                  proceeds of liquidation of the related
     property.

                                   There are various risks associated with
                                 multifamily, commercial and mixed use
                              loans. In general, factors such as
                              location, changing demographics or
                                    traffic patterns, increases in operating
                             expenses, competitive factors and
                              economic conditions generally, may
                            affect the value of a commercial
                                    property. Factors such as the management
                           skill, experience and financial
                                   resources of the operator (which may be
                                  other than the borrower), national and
                                  regional economic conditions and other
                             factors may affect the ability of
                                borrowers to make payments when due.
                              Hospitals, nursing homes and other
                                health care properties may receive a
                                 substantial portion of their revenues
                               from government programs, which are
                               subject to statutory and regulatory
                               changes and funding limitations. In
                             addition, you should consider the
            following risks:

                                   MULTIFAMILY LOANS. The performance of a
                                 multifamily loan and the value of the
                             related mortgaged property may be
                                 affected by factors such as local and
                             regional economic conditions, the
                                   physical condition of the property, the
                           types of services and amenities
                                provided, the tenant population (for
                              example, predominantly students or
                            elderly persons, or workers in a
                                 particular industry), availability of
                                  alternative rental properties, changes
                            in the surrounding neighborhood,
                             management, the level of mortgage
                           interest rates, dependence upon
                          government rent subsidies, any
                                  applicable rent control laws and state
                  and local regulations.

                              COMMERCIAL LOANS SECURED BY RETAIL
                            PROPERTIES. The performance of a
                                  commercial loan secured by one or more
                                  retail properties and the value of the
                             related mortgaged property may be
                                   affected by factors such as the quality
                              and success of a retail property's
                                    tenants, the closing of a major store in
                                 the shopping center where the related
                                    property is located, changes in consumer
                             preferences, declines in consumer
                            spending, competition from local
                                   merchants and from catalog and internet
                               retailers and product obsolescence.

                              COMMERCIAL LOANS SECURED BY OFFICE
                            PROPERTIES. The performance of a
                                  commercial loan secured by one or more
                                  office properties and the value of the
                             related mortgaged property may be
                                   affected by factors such as the quality
                         and nature of tenants, tenant
                       concentration (for example,
                              predominantly high tech firms, law
                                  firms, government agencies, etc.), the
                                   physical condition of the property, the
                           types of services and amenities
                                provided, changes in the surrounding
                             neighborhood, management, and the
                              availability of alternative office
  space.

                                  COMMERCIAL LOANS SECURED BY INDUSTRIAL
                            PROPERTIES. The performance of a
                                  commercial loan secured by one or more
                                  industrial properties and the value of
                                 the related mortgaged property may be
                                  affected by factors such as the design
                             and adaptability of the building,
                                 success or failure of the business of
                                    the tenant, which is frequently the sole
                                    tenant of the property, the availability
                                    of alternative space, and the quality of
                                 the local and regional transportation
   system.

                                  The risk that a Mortgaged Property may
                            be, or become, contaminated with
                               hazardous materials is greater with
                               respect to commercial and mixed use
                                  loans than with respect to residential
                                mortgage loans. See "--Environmental
         Risks" below.

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ENVIRONMENTAL RISKS . . . . . . . .   Real property pledged as security for a   
                                   mortgage loan may be subject to certain
                                  environmental risks. Under the laws of
                              certain states, contamination of a
                                   property may give rise to a lien on the
                                    property to assure the costs of cleanup.
                              In several states, such a lien has
                                 priority over the lien of an existing
                                  mortgage against the related property.
                               In addition, under the laws of some
                        states and under the federal
                                 Comprehensive Environmental Response,
                                  Compensation and Liability Act of 1980
                                  ("CERCLA"), a lender may be liable, as
                                   an "owner" or "operator," for the costs
                                of addressing releases or threatened
                                 releases of hazardous substances that
                                   require remedy at a property, if agents
                                  or employees of the lender have become
                                   sufficiently involved in the operations
                                  of the borrower, regardless of whether
                              or not the environmental damage or
                                 threat was caused by a prior owner. A
                               lender also risks such liability on
                                 foreclosure of the mortgage. Any such
                                    lien arising with respect to a Mortgaged
                               Property would adversely affect the
                                value of that Mortgaged Property and
                                    could make impracticable the foreclosure
                                   on that Mortgaged Property in the event
                                    of a default by the related borrower. In
                                    addition, some environmental laws impose
                                   liability for releases of asbestos into
                                    the air. Third parties may seek recovery
                            from owners or operators of real
                                   property for personal injury associated
                      with exposure to asbestos.

MORTGAGE LOAN INTEREST RATES                                                    
MAY LIMIT INTEREST RATES ON                                                   
THE VARIABLE RATE SECURITIES . . .   The securities generally will have       
                                    either fixed or variable interest rates.
                                However, as specified in the related
                               prospectus supplement, the interest
                                   rates on your securities may be subject
                                   to certain limitations, generally based
                                  on the weighted average interest rates
                                   of the mortgage loans in the trust fund
                                    or as otherwise described in the related
                                 prospectus supplement, net of certain
                                    allocable fees and expenses of the trust
                                    fund and any payments owed on derivative
                                 instruments. The mortgage loans to be
                                included in the trust fund will have
                                   interest rates that either are fixed or
                                adjust based on a variable index, as
                               described in the related prospectus
       supplement.

                                 Any adjustable rate mortgage loans in
                                 the trust fund may also have periodic
                              maximum and minimum limitations on
                                    adjustments to their interest rates, and
                                  may have the first adjustment to their
                                  interest rates a number of years after
                                   their first payment dates. In addition,
                                    adjustable rate mortgage loans generally
                                    have lifetime maximum interest rates. As
                                   a result, your variable rate securities
                                    may accrue less interest than they would
                               accrue if their interest rates were
                                    solely based on the specified index plus
                 the specified margin.

                                A variety of factors could limit the
                                   interest rates and adversely affect the
                                   yields to maturity on the variable rate
                                 securities. Some of these factors are
            described below.

                                    o The interest rates for your securities
                                    may adjust monthly based on the one-
                                   month LIBOR index or another index,
                               while the interest rates on the
                                    mortgage loans to be included in the
                                 trust fund may either adjust less
                             frequently, adjust based on a
                                     different index or not adjust at all.
                               Consequently, the limits on the
                                      interest rates on these securities may
                                 prevent increases in the interest
                                      rates for extended periods in a rising
                          interest rate environment.

                                   o The interest rates on adjustable rate
                                      mortgage loans may respond to economic
                                   and market factors that differ from
                                     those that affect the one-month LIBOR
                                     index or the index applicable to your
                               variable rate securities. It is
                                   possible that the interest rates on
                                  any adjustable rate mortgage loans

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                                    may decline while the interest rates
                                    on the related securities are stable
                                   or rising. It is also possible that
                                    the interest rates on any adjustable
                                    rate mortgage loans and the interest
                                   rates on the related securities may
                                   both decline or increase during the
                                  same period, but that the interest
                                    rates on your securities may decline
                              or may increase more slowly or
        rapidly.

                              o To the extent that fixed rate or
                                  adjustable rate mortgage loans are
                                     subject to default or prepayment, the
                             interest rates on the related
                                     securities may be reduced as a result
                                of the net funds cap limitations
                                   described in the related prospectus
           supplement.

                               See "Yield, Prepayment and Maturity
                                  Considerations" in this prospectus and
                               see the prospectus supplement for a
                             description of the interest rates
                                   applicable to your securities and for a
                               general description of the interest
                                rates of the related mortgage loans.

POTENTIAL INADEQUACY OF CREDIT                                                  
ENHANCEMENT  . . . . . . . . . . .   If specified in the related prospectus   
                       supplement, the features of
                              subordination and loss allocation,
                                  excess interest, overcollateralization
                                and limited cross-collateralization,
                              together with any primary mortgage
                            insurance and financial guaranty
                               insurance policies, are intended to
                                  enhance the likelihood that holders of
                                  more senior classes of securities will
                                    receive regular payments of interest and
                                    principal, but are limited in nature and
                                   may be insufficient to cover all losses
                          on the related mortgage loans.

                                   SUBORDINATION AND ALLOCATION OF LOSSES.
                              If the applicable subordination is
                               insufficient to absorb losses, then
                                    securityholders will likely incur losses
                              and may never receive all of their
                                   principal payments. You should consider
that

                                   o if you buy a subordinate security and
                                    losses on the related mortgage loans
                                    exceed the total principal amount of
                                  any securities subordinate to your
                             securities (if any), plus, if
                                   applicable to the trust fund and as
                                   specified in the related prospectus
                                   supplement, any excess interest and
                                  any overcollateralization that has
                                     been created, the principal amount of
                               your securities will be reduced
                                  proportionately with the principal
                                  amounts of the other securities of
                                your class by the amount of that
           excess; and

                                    o if specified in the related prospectus
                                     supplement, after the total principal
                                    amount of the subordinate securities
                                    has been reduced zero, losses on the
                             mortgage loans may reduce the
                              principal amounts (or notional
                                  amounts) of the senior securities.

                                Losses on the related mortgage loans
                                    will reduce the loss protection provided
                                by the subordinate securities to the
                                   senior securities and will increase the
                                 likelihood that the senior securities
                                  will not receive all of their expected
               principal payments.

                                 If the securities have the benefit of
                            overcollateralization and excess
                                  interest, and if overcollateralization
                                    is maintained at the required amount and
                               the related mortgage loans generate
                                   interest in excess of the amount needed
                                 to pay interest and principal on your
                                    securities, the fees and expenses of the
                                 trust fund and any payments owed to a
                                 derivatives counterparty, then excess
                                   interest may be used to pay you and the
                                other securityholders of the related
                                  securities the amount of any reduction
                                 in the aggregate principal balance of
                                    the mortgage loans caused by application
                                    of losses. These payments will generally
                                    be made in order of seniority. We cannot
                                assure you, however, that any excess
                                  interest will be generated and, in any
                                    event, unless otherwise specified in the
                             related prospectus supplement, no
                        interest will be paid to you

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                                on the amount by which the principal
                                 amount of your securities was reduced
                                 because of the application of losses.

                                   See "Credit Support" in this prospectus
                              and see the descriptions of credit
                          enhancement, subordination and
                                 application of realized losses in the
                  prospectus supplement.

               EXCESS INTEREST AND
                                    OVERCOLLATERALIZATION. If the securities
                                   have the benefit of excess interest and
                                  overcollateralization, as specified in
                                   the related prospectus supplement, then
                           in order to create and maintain
                             overcollateralization, it will be
                             necessary that the mortgage loans
                                    generate more interest than is needed to
                                   pay interest on the related securities,
                                   as well as any fees and expenses of the
                                 trust fund and any payments owed to a
                           derivative counterparty. If the
                                 securities have the benefit of excess
                                  interest and/or overcollateralization,
                                  we expect that the mortgage loans will
                                    generate more interest than is needed to
                              pay those amounts, at least during
                                 certain periods, because the weighted
                                average of the interest rates on the
                                   mortgage loans is expected to be higher
                            than the weighted average of the
                                    interest rates on the related securities
                               plus the weighted average aggregate
                                expense rate. Any remaining interest
                                   generated by the mortgage loans will be
                                 used to absorb losses on the mortgage
                 loans and to maintain
                                  overcollateralization. In addition, on
                                 the closing date, the total scheduled
                                   principal balance of the mortgage loans
                                    may exceed the total principal amount of
                                   the securities. This excess is referred
                                  to as "overcollateralization" and will
                                    be available to absorb losses. We cannot
                                  assure you, however, that the mortgage
                             loans will generate enough excess
                     interest to maintain this
                                 overcollateralization level as set by
                              the applicable rating agencies. In
                             addition, there may be no amounts
                            available from any interest rate
                                 derivative agreement described in the
                                  related prospectus supplement to cover
                                  shortfalls. The following factors will
                                affect the amount of excess interest
                                that the related mortgage loans will
     generate:

                                o Prepayments. Every time a mortgage
                                    loan is prepaid in whole or in part,
                                    total excess interest after the date
                                     of prepayment will be reduced because
                                    that mortgage loan will no longer be
                                   outstanding and generating interest
                            or, in the case of a partial
                                   prepayment, will be generating less
                                      interest. The effect of this reduction
                                     on your securities will be influenced
                                      by the amount of prepaid loans and the
                                     characteristics of the prepaid loans.
                                  Prepayment of a disproportionately
                                 high number of high interest rate
                                   mortgage loans would have a greater
                                negative effect on future excess
         interest.

                         o Defaults, Delinquencies and
                             Liquidations. If the rates of
                                    delinquencies, defaults or losses on
                                 the mortgage loans turn out to be
                                     higher than expected, excess interest
                             will be reduced by the amount
                               necessary to compensate for any
                                   shortfalls in cash available to pay
                                      securityholders. Every time a mortgage
                                  loan is liquidated or charged off,
                               excess interest will be reduced
                                  because that mortgage loan will no
                                    longer be outstanding and generating
         interest.

                                   See "Credit Support" in this prospectus
                              and see the descriptions of excess
                                 interest and overcollateralization in
                      the prospectus supplement.

                                LIMITED CROSS-COLLATERALIZATION. The
                              trust fund may contain two or more
                                    separate mortgage pools, as specified in
                              the related prospectus supplement.
                            Principal payments on the senior
                                securities will depend, for the most
                                part, on collections on the mortgage
                                  loans in the related pool. However, as
                               specified in the related prospectus
                                 supplement, the senior securities may
                                  have the benefit of credit enhancement
                                    in the form of subordination from one or
more

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                                    of the other pools. That means that even
                                   if the rate of losses on mortgage loans
                                in the pool related to your class of
                                  senior securities is low, losses in an
                              unrelated pool may reduce the loss
                           protection for your securities.

                                   INTEREST RATE DERIVATIVE AGREEMENTS. If
                               specified in the related prospectus
                                  supplement, any amounts received under
                                   any interest rate cap or swap agreement
                                  will generally be applied as described
                                   in the related prospectus supplement to
                           pay interest shortfalls and, if
                   applicable, to maintain
                                   overcollateralization and cover losses.
                                  However, we cannot assure you that any
                               amounts will be received under that
                                  interest rate derivative agreement, or
                                   that any such amounts that are received
                              will be sufficient to maintain any
                                required overcollateralization or to
                                   cover interest shortfalls and losses on
               the mortgage loans.

                                   See "Credit Support" in this prospectus
                                   and see the description of any interest
                                    rate cap agreement or swap agreement, as
                         applicable, in the prospectus
       supplement.

                                    PRIMARY MORTGAGE INSURANCE. If specified
                                 in the related prospectus supplement,
                                 some of the first lien mortgage loans
                                    which have original loan-to-value ratios
                              greater than 80% may be covered by
                                   existing borrower-paid primary mortgage
                            insurance policies. The existing
                                    borrower-paid primary mortgage insurance
                                   policies will generally have the effect
                                  of reducing the original loan-to-value
                                  ratios of those covered mortgage loans
   to 60%.

                                    In addition, if specified in the related
                                    prospectus supplement, one or more loan-
                            level primary mortgage insurance
                                 policies may be acquired on behalf of
                                the trust fund from primary mortgage
                              insurance providers, providing the
                                   initial insurance coverage specified in
                                 the related prospectus supplement for
                                those first lien mortgage loans with
                                 original loan-to-value ratios greater
     than 80%.

                             These loan-level primary mortgage
                                  insurance policies will generally have
                               the effect of reducing the original
                                 loan-to-value ratios of those covered
                                mortgage loans to approximately 60%.

                                   However, these policies will only cover
                                 first lien mortgage loans and will be
                                    subject to various other limitations and
                                  exclusions. In addition, borrower-paid
                             primary mortgage insurance may be
                                  subject to cancellation by the related
                                  borrower. As a result, coverage may be
                                rescinded or denied on some mortgage
                             loans. Primary mortgage insurance
                                providers will generally curtail the
                            insured payments on a foreclosed
                                 mortgage loan if the related servicer
                                 does not foreclose that mortgage loan
                                   within a limited time period determined
                                   by the insurance provider. In addition,
                                because the amount of coverage under
                                  these policies depends on the loan-to-
                                value ratio of the related mortgaged
                              property at the inception of these
                                   policies, a decline in the value of the
                               related mortgaged property will not
                                 result in increased coverage, and the
                                   trust fund may still suffer a loss on a
                               covered mortgage loan. Accordingly,
                            these primary mortgage insurance
                              policies will provide only limited
                            protection against losses on the
           mortgage loans.

                               See "Credit Support--Insurance" and
                              "Description of Mortgage and Other
                                Insurance--Mortgage Insurance on the
                                 Loans" in this prospectus and see the
                                descriptions of any primary mortgage
                                insurance policies in the prospectus
       supplement.

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EFFECT OF CREDITWORTHINESS OF                                                   
PRIMARY MORTGAGE INSURERS ON                                                  
RATINGS OF SECURITIES  . . . . . .   If the related prospectus supplement     
                                 specifies that one or more loan-level
                                    primary mortgage insurance policies have
                                been acquired on behalf of the trust
                                  fund from one or more primary mortgage
                                 insurance providers, then the ratings
                              assigned to your securities by the
                                    applicable rating agencies will be based
                             in part on the financial strength
                              ratings assigned to the insurer or
                                   insurers providing the primary mortgage
                               insurance coverage described above.
                             However, these financial strength
                              ratings assigned to the insurer or
                                   insurers could be qualified, reduced or
                                   withdrawn at any time. In addition, you
                                should consider that a credit rating
                                   does not assure you that the insurer or
                              insurers will not default on their
        obligations.

                           Any qualification, reduction or
                                withdrawal of the financial strength
                              ratings assigned to the insurer or
                                 insurers could result in reduction of
                                    the ratings assigned to your securities,
                                    which could in turn affect the liquidity
                                and market value of your securities.

                               See "Credit Support--Insurance" and
                              "Description of Mortgage and Other
                                Insurance--Mortgage Insurance on the
                                 Loans" in this prospectus and see the
                                descriptions of any primary mortgage
                                 insurance providers in the prospectus
       supplement.

RISKS RELATED TO ANY INTEREST                                                   
RATE SWAP AGREEMENT  . . . . . . .   If the related prospectus supplement     
                                    specifies that the trust fund or related
                                    supplemental interest trust includes one
                                  or more interest rate swap agreements,
                                    then any net swap payment payable to the
                                swap counterparty under the terms of
                                    those interest rate swap agreements will
                                   reduce amounts available for payment to
                                    securityholders, and may reduce payments
                                 of interest on the securities. If the
                               rate of prepayments on the mortgage
                                 loans is faster than anticipated, the
                               scheduled notional amounts on which
                                payments due under the interest rate
                              swap agreements are calculated may
                                 exceed the total principal balance of
                                  the mortgage loans, thereby increasing
                               the relative proportion of interest
                                  collections on the mortgage loans that
                                    must be applied to make swap payments to
                                    the swap counterparty and, under certain
                                   circumstances, requiring application of
                                    principal received on the mortgage loans
                                 to make net swap payments to the swap
                                    counterparty. Therefore, a rapid rate of
                                   prepayments during periods in which the
                                   trust fund makes net payments to a swap
                                   counterparty could adversely affect the
                     yields on the securities.

EFFECT OF CREDITWORTHINESS OF                                                   
SWAP COUNTERPARTY ON                                                          
RATINGS OF SECURITIES  . . . . . .   If the related prospectus supplement     
                                  specifies that the trust fund includes
                          one or more interest rate swap
                                   agreements, in the event that the trust
                                   fund, after application of all interest
                                 and principal received on the related
                                    mortgage loans, cannot make the required
                                   swap payments to the swap counterparty,
                                   a swap termination payment as described
                                    in the related prospectus supplement may
                                 be owed to the swap counterparty. Any
                                   termination payment payable to the swap
                              counterparty in the event of early
                                 termination of any interest rate swap
                                agreement will likely reduce amounts
                    available for payment to
            securityholders.

                                If the related prospectus supplement
                                  specifies that the trust fund includes
                          one or more interest rate swap
                           agreements, the ratings on your
                                securities will be dependent in part
                               upon the credit ratings of the swap
                              counterparty or its credit support
                                    provider. If a credit rating of the swap
                              counterparty or its credit support
                             provider is qualified, reduced or
                     withdrawn, or if the swap

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                              counterparty or its credit support
                                 provider defaults on its obligations,
                                   and a substitute counterparty or credit
                               support provider is not obtained in
                            accordance with the terms of the
                             interest rate swap agreement, the
                             ratings of your securities may be
                                    qualified, reduced or withdrawn. In such
                                 event, the value and marketability of
                              those securities will be adversely
     affected.

                                See the descriptions of any interest
                            rate swap agreement and the swap
                          counterparty in the prospectus
       supplement.

SPECIAL RISKS FOR CERTAIN CLASSES OF                                            
SECURITIES.  . . . . . . . . . . .   The related prospectus supplement may    
                           specify that certain classes of
                           securities are interest-only or
                            principal-only securities. These
                                   securities will have yields to maturity
                                 (or early termination)--the yield you
                               will receive if you hold a security
                                    until it has been paid in full--that are
                                  highly sensitive to prepayments on the
                   related mortgage loans.

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

                              o in the case of any interest-only
                                  securities, a faster than expected
                                   rate of prepayments on the mortgage
                            loans in the trust fund; and

                               o in the case of any principal-only
                                  securities, a slower than expected
                                   rate of prepayments on the mortgage
                        loans in the trust fund.

                              Prepayments on the mortgage loans,
                                 including liquidations, purchases and
                                   insurance payments, could result in the
                                 failure of investors in any interest-
                                  only securities to fully recover their
                                   initial investments. Prepayments on the
                                   mortgage loans may occur as a result of
                             solicitations of the borrowers by
                                  mortgage loan providers, including the
                                    seller and its affiliates and any master
                 servicer or servicer.

                                   Exercise by a party that has a right to
                           purchase the mortgage loans, as
                               described in the related prospectus
                                 supplement, will adversely affect the
                                   yields on any interest-only securities.

SPECIAL RISKS ASSOCIATED WITH                                                   
UNDERLYING SECURITIES  . . . . . .   If specified in the related prospectus   
                                  supplement, the trust fund may include
                                other publicly- or privately-offered
                               securities, representing beneficial
                                 ownership interests in separate trust
                                 funds. As described in the prospectus
                                   supplement, these underlying securities
                                   may be senior securities or subordinate
                                    securities, and may not have the benefit
                  of credit enhancement.

                                    Losses on the underlying securities will
                                  not be transferred to, allocated to or
                                shared by any other underlying trust
                                    fund. Each allocation of a realized loss
                                    to a class of underlying securities will
                                   reduce both the amount of interest that
                                    will accrue on that class and the amount
                                   of principal that will be distributable
                                   on that class. Therefore, the aggregate
                                  amount of payments on your securities,
                                    the yield to maturity of your securities
                                    and the rate of payments of principal on
                                  your securities may be affected by the
                                  rate and the timing of realized losses
                            on the assets of the trust funds
                         represented by the underlying
                              securities. To the extent that the
                                    amount of realized losses experienced on
                         the assets of the trust funds
                                    represented by the underlying securities
                                   reduces distributions in respect of the
                                    underlying securities, the yield on your
                        securities may be lower than
        anticipated.

                                  Certain parties may have the option to
                                 purchase the mortgage loans and other
                                    property in the related underlying trust
                              funds once the underlying mortgage

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                                  loans decline to a fixed percentage of
                             the initial principal balance. As
                                   specified in the prospectus supplement,
                                    some or all of the underlying securities
                                (by principal balance) may be issued
                                 from underlying trust funds that have
                                  paid down or are approaching the level
                                   necessary to exercise of these optional
                                 termination rights. In the event that
                                 any such party exercises its right to
                                    purchase the related mortgage loans, the
                                 related underlying securities will be
                                  retired. This retirement of underlying
                                   securities will have the same effect as
                              a prepayment of all of the related
                                    mortgage loans in the related underlying
       trust fund.

MILITARY ACTION AND TERRORIST                                                   
ATTACKS  . . . . . . . . . . . . .   The effects that military action by U.S. 
                                forces in Iraq, Afghanistan or other
                                    regions, terrorist attacks in the United
                                 States or other incidents and related
                           military action may have on the
                                    performance of the mortgage loans in the
                                    trust fund or on the values of mortgaged
                                   properties cannot be determined at this
                               time. Investors should consider the
                                    possible effects on delinquency, default
                                    and prepayment experience of the related
                                mortgage loans. Federal agencies and
                                    non-government lenders may defer, reduce
                         or forgive payments and delay
                                 foreclosure proceedings in respect of
                                   loans to borrowers affected in some way
                                   by possible future events. In addition,
                             the activation of additional U.S.
                                 military reservists or members of the
                            National Guard may significantly
                               increase the proportion of mortgage
                                  loans whose mortgage rates are reduced
                                by application of the Servicemembers
                                Civil Relief Act or similar state or
                              local laws. The amount of interest
                                    available for payment to securityholders
                                    will be reduced by any reductions in the
                               amount of interest collectible as a
                        result of application of the
                              Servicemembers Civil Relief Act or
                              similar state or local laws and no
                                   servicer, master servicer nor any other
                              party will be required to fund any
                                 interest shortfall caused by any such
      reduction.

UNPREDICTABILITY AND EFFECT OF                                                  
PREPAYMENTS  . . . . . . . . . . .   The rate of prepayments on the mortgage  
                                 loans will be sensitive to prevailing
                                    interest rates. Generally, if prevailing
                                 interest rates decline, mortgage loan
                               prepayments may increase due to the
                                availability of refinancing at lower
                                  interest rates. If prevailing interest
                                   rates rise, prepayments on the mortgage
               loans may decrease.

                               Borrowers may prepay their mortgage
                                  loans in whole or in part at any time;
                                however, some or all of the mortgage
                                  loans to be included in the trust fund
                                   may require the payment of a prepayment
                                    premium in connection with any voluntary
                            prepayments in full, and certain
                               voluntary prepayments in part, made
                                   during periods ranging from the periods
                               specified in the related prospectus
                                 supplement. These prepayment premiums
                                   may discourage borrowers from prepaying
                           their mortgage loans during the
              applicable period.

                                 Prepayments on the mortgage loans may
                                 occur as a result of solicitations of
                          the borrowers by mortgage loan
                                 originators, including the seller and
                           its affiliates, the servicer or
                                    servicers, as applicable, and any master
                                   servicer. In addition, the availability
                                of newer mortgage products with more
                                  flexible payment terms or that require
                                   lower monthly payments, such as "option
                                   ARMs," may result in an increase in the
                                number of borrowers who prepay their
                                   mortgage loans to take advantage of new
     products.

                                  The timing of prepayments of principal
                                   may also be affected by liquidations of
                                 or insurance payments on the mortgage
                               loans. In addition, Lehman Brothers
                             Holdings Inc., as a seller of the
                                   mortgage loans to the depositor, or the
                            party from which Lehman Brothers
                               Holdings Inc. acquired a particular

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                                  mortgage loan, or such other seller as
                               specified in the related prospectus
                                   supplement, may be required to purchase
                                 mortgage loans from the trust fund in
                              the event that certain breaches of
                                    representations and warranties made with
                                 respect to the mortgage loans are not
                                cured. These purchases will have the
                             same effect on securityholders as
                          prepayments of mortgage loans.

                                A prepayment of a mortgage loan will
                                    usually result in a payment of principal
              on the securities:

                             o If you purchase securities at a
                                   discount, especially any principal-
                              only securities, and principal
                                   prepayments on the related mortgage
                                   loans are received at a rate slower
                                    than you anticipate, then your yield
                                 may be lower than you anticipate.

                             o If you purchase securities at a
                                     premium, especially any interest-only
                                     securities, and principal prepayments
                                 on the related mortgage loans are
                                  received at a rate faster than you
                                  anticipate, then your yield may be
                          lower than you anticipate.

                            The prepayment experience of the
                                mortgage loans to be included in the
                                    trust fund may differ significantly from
                               that of other first and second lien
                       residential mortgage loans.

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

DELAY IN RECEIPT OF LIQUIDATION                                                 
PROCEEDS; LIQUIDATION                                                         
PROCEEDS MAY BE LESS THAN                                                     
MORTGAGE BALANCE . . . . . . . . .   Substantial delays could be encountered  
                                 in connection with the liquidation of
                               delinquent mortgage loans. Further,
                               reimbursement of advances made by a
                                  servicer and liquidation expenses such
                                as legal fees, real estate taxes and
                                 maintenance and preservation expenses
                                 may reduce the portion of liquidation
                                   proceeds payable to securityholders. If
                                 a mortgaged property fails to provide
                             adequate security for the related
                                    mortgage loan, you could incur a loss on
                                    your investment if the applicable credit
                                    enhancement is insufficient to cover the
 loss.

THE SERVICERS' COLLECTIONS PROCEDURES                                           
MAY AFFECT THE TIMING OF COLLECTIONS                                          
ON THE MORTGAGE LOANS  . . . . . .   In order to reduce borrower defaults,    
                                   the servicer or servicers may from time
                                 to time use servicing and collections
                             practices that have the effect of
                                    accelerating or deferring prepayments or
                                    borrower defaults of mortgage loans. The
                                    servicers may generally waive, modify or
                                  vary any term of any mortgage loan, or
                             postpone strict compliance by the
                                  borrower with any term of any mortgage
                         loan, so long as that waiver,
                               modification or postponement is not
                                 materially adverse to the trust fund.
                                   For example, qualifying borrowers might
                                be permitted to skip a payment or be
                                offered other benefits that have the
                            effect of deferring or otherwise
                                   altering the timing of the trust fund's
                            receipt of interest or principal
     payments.

DELINQUENCIES DUE TO SERVICING                                                  
TRANSFERS  . . . . . . . . . . . .   Servicing of mortgage loans may be       
                              transferred in the future to other
                            servicers in accordance with the
                                provisions of the trust agreement or
                                transfer and servicing agreement, as
                                 applicable, and the related servicing
                                 agreement as a result of, among other
                                    things, (1) the occurrence of unremedied
     events of

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                                   default in servicer performance under a
                                   servicing agreement or (2) the exercise
                                   by the seller of its right to terminate
                     a servicer without cause.

                                   All transfers of servicing involve some
                                    risk of disruption in collections due to
                            data input errors, misapplied or
                            misdirected payments, inadequate
                         borrower notification, system
                                   incompatibilities and other reasons. As
                                 a result, the affected mortgage loans
                                  may experience increased delinquencies
                                  and defaults, at least for a period of
                                time, until all of the borrowers are
                                    informed of the transfer and the related
                                    servicing mortgage files and records and
                                all the other relevant data has been
                                   obtained by the new servicer. There can
                               be no assurance as to the extent or
                                  duration of any disruptions associated
                                   with the transfer of servicing or as to
                                  the resulting effects on the yields on
           the securities.

                            See "Servicing of Loans" in this
       prospectus.

RIGHTS OF A NIMS INSURER MAY                                                    
AFFECT SECURITIES  . . . . . . . .   If specified in the related prospectus   
                                  supplement, it may be anticipated that
                            one or more insurance companies,
                                  referred to as the "NIMS Insurer," may
                                issue a financial guaranty insurance
                                  policy covering certain payments to be
                           made on any net interest margin
                                 securities to be issued by a separate
                                 trust or other special purpose entity
                                    and to be secured by all or a portion of
                                   the securities specified in the related
                             prospectus supplement. If such an
                                 insurance policy is issued, the trust
                                  agreement and the servicing agreements
                                   for this transaction will provide that,
                                    unless there exists a continuance of any
                                 failure by the NIMS Insurer to make a
                             required payment under the policy
                            insuring the net interest margin
                                    securities or there exists an insolvency
                             proceeding by or against the NIMS
                                   Insurer, the NIMS Insurer, if any, will
                                  be entitled to exercise, among others,
                             the following rights, without the
                         consent of the holders of the
                              securities, and the holders of the
                                securities may exercise these rights
                                  only with the prior written consent of
                              the NIMS Insurer: (1) the right to
                                 provide notices of servicer or master
                              servicer defaults and the right to
                             direct the trustee and the master
                                servicer to terminate the rights and
                                  obligations of the master servicer and
                                  the servicers, respectively, under the
                             trust agreement and the servicing
                                   agreements in the event of a default by
                                    any master servicer or servicer, (2) the
                                  right to remove the trustee or any co-
                                   trustee pursuant to the trust agreement
                                   and (3) the right to direct the trustee
                                   to make investigations and take actions
                               pursuant to the trust agreement. In
                             addition, unless the NIMS Insurer
                                  defaults or there exists an insolvency
                                   proceeding as described above, the NIMS
                                    Insurer's consent will be required prior
                                  to, among other things, (1) the waiver
                                  of any default by any master servicer,
                                any servicer or the trustee, (2) the
                                   appointment of any successor trustee or
                                  any co-trustee or (3) any amendment to
                                the trust agreement or any servicing
                                 agreement. The NIMS Insurer will also
                                  have additional rights under the trust
                               agreement and in each the servicing
      agreement.

                               Investors in the related securities
                                 should note that any insurance policy
                               issued by the NIMS Insurer will not
                              cover, and will not benefit in any
                                manner whatsoever, those securities.
                                  Furthermore, the rights granted to the
                                  NIMS Insurer, if any, may be extensive
                                 and the interests of the NIMS Insurer
                                 may be inconsistent with, and adverse
                               to, the interests of the holders of
                                  those securities. The NIMS Insurer has
                                 no obligation or duty to consider the
                           interests of the holders of the
                             securities in connection with the
                                exercise or non-exercise of the NIMS
             Insurer's rights.

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                              The NIMS Insurer's exercise of the
                                   rights and consents set forth above may
                                    negatively affect the securities and the
                                   existence of the NIMS Insurer's rights,
                                   whether or not exercised, may adversely
                                   affect the liquidity of the securities,
                          relative to other asset-backed
                                    securities backed by comparable mortgage
                             loans and with comparable payment
                   priorities and ratings.

VIOLATION OF VARIOUS FEDERAL, STATE AND                                         
LOCAL LAWS MAY RESULT IN LOSSES ON                                            
THE MORTGAGE LOANS . . . . . . . .   Applicable state laws generally regulate 
                             interest rates and other charges,
                                   require certain disclosure, and require
                                licensing of brokers and lenders. In
                              addition, other state laws, public
                                   policy and general principles of equity
                                    relating to the protection of consumers,
                                   unfair and deceptive practices and debt
                                 collection practices may apply to the
                                    origination, servicing and collection of
           mortgage loans.

                              Mortgage loans are also subject to
                            various federal laws, including:

                                  o the federal Truth-in-Lending Act and
                                    Regulation Z promulgated thereunder,
                                    which require certain disclosures to
                                      borrowers regarding the terms of their
               mortgage loans;

                                  o the Equal Credit Opportunity Act and
                                    Regulation B promulgated thereunder,
                                    which prohibit discrimination on the
                               basis of age, race, color, sex,
                                  religion, marital status, national
                                    origin, receipt of public assistance
                                      or the exercise of any right under the
                                      Consumer Credit Protection Act, in the
                        extension of credit; and

                                  o the Fair Credit Reporting Act, which
                                  regulates the use and reporting of
                                     information related to the borrower's
                  credit experience.

                               Violations of certain provisions of
                                    these federal laws may limit the ability
                                   of the servicers to collect all or part
                                  of the principal of or interest on the
                                  related mortgage loans and in addition
                                   could subject the trust fund to damages
                           and administrative enforcement.

                                    The related seller of the mortgage loans
                                    will represent in the mortgage loan sale
                              agreement described in the related
                                    prospectus supplement that each mortgage
                                  loan was originated in compliance with
                                    applicable federal, state and local laws
                              and regulations. In the event of a
                               breach of this representation, that
                                seller will be obligated to cure the
                               breach or repurchase or replace the
                                affected mortgage loan in the manner
                               described in the related prospectus
                     supplement and under "The
                                   Agreements--Repurchase and Substitution
                            of Non-Conforming Loans" in this
       prospectus.

PREDATORY LENDING LAWS/HIGH COST                                                
LOANS  . . . . . . . . . . . . . .   Various federal, state and local laws    
                                  have been enacted that are designed to
                                   discourage predatory lending practices.
                                 The federal Home Ownership and Equity
                                  Protection Act of 1994, commonly known
                                    as HOEPA, prohibits inclusion of certain
                                  provisions in mortgage loans that have
                                  mortgage rates or origination costs in
                            excess of prescribed levels, and
                                    requires that borrowers be given certain
                                   disclosures prior to the origination of
                            mortgage loans. Some states have
                                  enacted, or may enact, similar laws or
                                   regulations, which in some cases impose
                                 restrictions and requirements greater
                than those in HOEPA.

                                 In addition, under the anti-predatory
                            lending laws of some states, the
                                 origination of certain mortgage loans
                                    (including loans that are not classified
                                 as "high cost" loans under applicable
                            law) must satisfy a net tangible
                             benefits test with respect to the
                              related borrower. This test may be
             highly subjective

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                                    and open to interpretation. As a result,
                                 a court may determine that a mortgage
                                   loan does not meet the test even if the
                                  related originator reasonably believed
                        that the test was satisfied.

                                 Failure to comply with these laws, to
                               the extent applicable to any of the
                                   mortgage loans, could subject the trust
                               fund, as an assignee of the related
                                 mortgage loans, to monetary penalties
                             and could result in the borrowers
                                   rescinding the affected mortgage loans.
                                 Lawsuits have been brought in various
                                  states making claims against assignees
                                of high cost loans for violations of
                                state law. Named defendants in these
                        cases have included numerous
                             participants within the secondary
                           mortgage market, including some
                  securitization trusts.

                                    The seller will represent that the trust
                                    fund does not include any mortgage loans
                                   that are subject to HOEPA or that would
                                    be classified as "high cost" loans under
                                   any similar state or local predatory or
                             abusive lending law. There may be
                                 mortgage loans in the trust fund that
                             are subject to the state or local
                                   requirement that the loan provide a net
                                  tangible benefit (however denominated)
                            to the borrower; the seller will
                                   represent that these mortgage loans are
                         in compliance with applicable
                                  requirements. If it is determined that
                                    the trust fund includes loans subject to
                                 HOEPA or otherwise classified as high
                                   cost loans, or which do not comply with
                           applicable net tangible benefit
                            requirements, the seller will be
                               required to repurchase the affected
                            loans and to pay any liabilities
                                 incurred by the trust fund due to any
                                  violations of these laws. If the loans
                                are found to have been originated in
                             violation of predatory or abusive
                                lending laws and the seller does not
                                 repurchase the affected loans and pay
                                    any related liabilities, securityholders
               could incur losses.

BANKRUPTCY PROCEEDINGS COULD DELAY                                              
OR REDUCE PAYMENTS ON THE                                                     
SECURITIES . . . . . . . . . . . .   Each transfer of a mortgage loan to      
                                Lehman Brothers Holdings Inc. (or to
                              such other seller specified in the
                                    related prospectus supplement), from the
                           seller to the depositor and, in
                               connection with the issuance of any
                                  asset-backed notes, from the depositor
                                    to the issuer, will be intended to be an
                                   absolute and unconditional sale of that
                                  mortgage loan and will be reflected as
                             such in the applicable documents.
                                    However, in the event of insolvency of a
                             prior owner of a mortgage loan, a
                                  trustee in bankruptcy or a receiver or
                                 creditor of the insolvent party could
                                 attempt to recharacterize the sale of
                               that mortgage loan by the insolvent
                                    party as a borrowing secured by a pledge
                                  of the mortgage loan. Such an attempt,
                                 even if unsuccessful, could result in
                                    delays in payments on the securities. If
                                  such an attempt were successful, it is
                               possible that the affected mortgage
                           loans could be sold in order to
                                 liquidate the assets of the insolvent
                                    entity. In the case of the insolvency of
                                  the applicable seller, there can be no
                                 assurance that the proceeds of such a
                                    liquidation would be sufficient to repay
                   the securities in full.

LIMITED ABILITY TO RESELL                                                       
SECURITIES . . . . . . . . . . . .   The underwriter will not be required to  
                                assist in resales of the securities,
                              although it may do so. A secondary
                                  market for any class of securities 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
       securities.

LIMITED OBLIGATIONS . . . . . . . .   The assets of the trust fund are the      
                                  sole source of payments on the related
                                  securities. The securities are not the
                                    obligations of any other entity. None of
                                   the sponsor, the seller, the depositor,
                             any underwriter, the trustee, any
                                   administrator, any master servicer, any
                                    servicer or any of their affiliates will

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                             have any obligation to replace or
                                 supplement the credit enhancement, or
                                 take any other action to maintain the
                                    applicable ratings of the securities. If
                                credit enhancement is not available,
                                   holders of securities may suffer losses
                 on their investments.

RATINGS ON THE SECURITIES ARE                                                   
DEPENDENT ON ASSESSMENTS BY THE                                               
RATING AGENCIES  . . . . . . . . .   The ratings on the securities depend     
                                    primarily on an assessment by the rating
                                    agencies of the mortgage loans and other
                                assets of the trust fund, any credit
                              enhancement and the ability of the
                                servicers and the master servicer to
                                 service the loans. The ratings of the
                              securities by the rating agencies:

                                    o only address the likelihood of receipt
                           by holders of securities of
                              distributions in the amount of
                                  scheduled payments on the mortgage
      loans;

                                   o do not take into consideration any of
                                   the tax aspects associated with the
           securities;

                                  o do not address the possibility that,
                                     as a result of principal prepayments,
                                   the yield on your securities may be
                       lower than anticipated;

                               o do not address the payment of any
                                     basis risk shortfalls with respect to
                   the securities; and

                                   o do not comment as to the market price
                                      or suitability of the securities for a
                    particular investor.

                                   Ratings are not recommendations to buy,
                                 sell or hold the securities. A rating
                                   may be changed or withdrawn at any time
                           by the assigning rating agency.

THE SECURITIES MAY NOT BE SUITABLE                                              
INVESTMENTS  . . . . . . . . . . .   The securities may not be a suitable     
                                  investment if you require a regular or
                               predictable schedule of payment, or
                                 payment on any specific date. Because
                                    the mortgage loans in the trust fund may
                               include a substantial proportion of
                                loans as to which the borrowers have
                                 blemished credit histories (including
                                  prior bankruptcy proceedings) or loans
                                    whose future performance is difficult to
                                 predict, such as interest-only loans,
                                 and for the other factors relating to
                                   the mortgage loans discussed above, the
                               yields and the aggregate amount and
                           timing of distributions on your
                                    securities may be subject to substantial
                                 variability from period to period and
                                over the lives of the securities. An
                                   investment in these types of securities
                          involves significant risks and
                            uncertainties and should only be
                                 considered by sophisticated investors
                           who, either alone or with their
                                   financial, tax and legal advisors, have
                                 carefully analyzed the mortgage loans
                                 and the securities and understand the
                                    risks. In addition, investors should not
                                   purchase classes of securities that are
                                 susceptible to special risks, such as
                                 subordinate securities, interest-only
                         securities and principal-only
                                 securities, unless the investors have
                             the financial ability to absorb a
                                 substantial loss on their investment.

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DESCRIPTION OF THE SECURITIES 

GENERAL                                                                         

  The asset-backed certificates (the "Certificates") of each series (including
any class of certificates not offered hereby) will represent the entire         
beneficial ownership interest in the trust fund created pursuant to the         
related Agreement (as defined herein). A series of Securities may also include  
asset-backed notes (the "Notes," and together with the Certificates, the        
"Securities") that will represent indebtedness of the related trust fund and    
will be issued pursuant to an indenture. See "The Agreements."                  

  Each series of Securities will consist of one or more classes of Securities,
one or more of which may:                                                       

o accrue interest based on a variable or adjustable rate ("Floating Rate  
Securities");                                                         

o provide for the accrual of interest, which is periodically added to the 
principal balance of the Securities, but on which no interest or      
principal is payable except during any periods specified in the       
prospectus supplement ("Compound Interest Securities");               

o be entitled to a greater percentage of interest on the Loans underlying 
or comprising the Primary Assets for the series than the percentage of
principal on the Loans to which the Securities are entitled ("Interest
Weighted Securities");                                                

o be entitled to a greater percentage of principal on the Loans underlying
or comprising the Primary Assets for the series than the percentage of
interest on the Loans to which the Securities are entitled ("Principal
Weighted Securities");                                                

o not be entitled to principal until the earlier of the date specified in 
the prospectus supplement or the date on which the principal of all   
 Securities of the series having an earlier Final Scheduled Distribution
Date have been paid in full ("Planned Amortization Certificates" or   
"PACs");                                                              

o be subordinate to one or more other classes of Securities in respect of 
receiving distributions of principal and interest, to the extent and  
under the circumstances specified in the prospectus supplement        
("Subordinate Securities"); and/or                                    

o be other types of Securities, as described in the prospectus supplement.

If specified in the prospectus supplement, distributions on one or more   
classes of a series of Securities may be limited to collections from a          
designated portion of the assets in the related trust fund (each portion of     
Assets, an "Asset Group").                                                      

Each class of Securities offered by this prospectus and the prospectus    
supplement (the "Offered Securities") will be issued in the minimum original    
principal amount or notional amount for Securities of each class specified in   
the prospectus supplement. The transfer of any Offered Securities may be        
registered, and those Securities may be exchanged, without the payment of any   
service charge. The classes of Securities of a series may be issued in fully    
registered, certificated form ("Definitive Securities") or issued in book-      
entry form only ("Book-Entry Securities") Book-Entry Securities in specified    
minimum denominations and integral multiples thereof, as provided in the        
prospectus supplement. See "--Book-Entry Registration."                         

DISTRIBUTIONS ON THE SECURITIES                                                 

General                                                                   

 Distributions on the Securities of each series will be made by or on behalf
of the trustee from the Available Distribution Amount for that series, on each  
Distribution Date, as specified in the prospectus supplement. Distributions     
(other than the final distribution) will be made to the persons in whose names  
the Securities are registered on the close of business on the record date       
specified in the prospectus supplement. Payments will be made by check mailed   
to the registered owners at their addresses appearing on the Security           
Register, or by wire transfer (at the expense of the securityholder requesting  
payment by wire transfer) in certain circumstances described in the prospectus  
supplement; provided, however, that the final distribution in retirement of a   
Security will be made only upon presentation and                                

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surrender of the Security at the corporate trust office of the trustee or as    
otherwise specified in the prospectus supplement. Advance notice of the final   
distribution on a Security will be mailed to the securityholders.               

  Distributions of interest on Securities entitled to receive interest will be
made periodically at the intervals and Interest Rates specified or determined   
in accordance with the prospectus supplement. Interest on the Securities will   
be calculated on the basis of a 360-day year consisting of 12 30-day months,    
unless the prospectus supplement specifies a different basis. Distributions of  
principal on each class of Securities in a series will be made on a pro rata    
or random lot basis among all of the Securities of the class, or as otherwise   
specified in the prospectus supplement.                                         

  The funds in the Distribution Account (together with any amounts transferred
from any Reserve Fund or applicable credit support) may be insufficient to      
make the full distribution to securityholders on a Distribution Date. In this   
case, the funds available for distribution to the securityholders of each       
class will be distributed in accordance with their respective interests.        
However, as described in the prospectus supplement, holders of Securities will  
receive their current distributions and past amounts due but unpaid to them     
before holders of Subordinate Securities are paid (in each case, these amounts  
are calculated as described in the prospectus supplement). The difference       
between the amount that the securityholders would have received if there had    
been sufficient eligible funds available for distribution and the amount        
actually distributed will be included in the calculation of the amount that     
the securityholders are entitled to receive on the next Distribution Date.      

For a description of the reports to be furnished to securityholders       
concerning a distribution, see "The Agreements--Reports to Securityholders."    

Single Class Securities Generally                                         

With respect to a series of Securities that is not a Multi-Class Series,  
distributions on the Securities on each Distribution Date will generally be     
allocated to each Security entitled to payment on the basis of the undivided    
percentage interest (the "Percentage Interest") evidenced by the Security, or   
on the basis of the Security's outstanding principal amount or notional amount  
(subject to any subordination of the rights of any classes of Subordinate       
Securities to receive current distributions), as specified in the prospectus    
supplement. See "--Subordinate Securities" below.                               

  If the Primary Assets for a series of Securities have adjustable or variable
interest rates, then the rate at which interest accrues on the principal        
balance of the Securities or on a class in the series (the "Interest Rate")     
may also vary, due to changes in prevailing interest rates and due to           
prepayments on Loans comprising or underlying the Primary Assets. If the        
Primary Assets for a series have fixed interest rates, then the Interest Rate   
on Securities of a series may be fixed, or may vary, to the extent prepayments  
cause changes in the weighted average interest rate of the Primary Assets. If   
the Primary Assets have lifetime or periodic adjustment caps on their           
respective rates, then the Interest Rate on the Securities of the related       
series may also reflect those caps.                                             

If specified in the prospectus supplement, a series of Securities may     
include one or more classes that are Interest Weighted Securities, Principal    
Weighted Securities, or both. Unless otherwise specified in the prospectus      
supplement, payments received from the Primary Assets will be allocated on the  
basis of the Percentage Interest of each class in the principal component of    
the distributions, the interest component of the distributions, or both, and    
will be further allocated on a pro rata basis among the Securities within each  
class. The method or formula for determining the Percentage Interest of a       
Security will be set forth in the prospectus supplement.                        

Multi-Class Series                                                        

A series of Securities may include Floating Rate Securities, Compound     
Interest Securities and Planned Amortization Certificates, and/or classes of    
Subordinate Securities and Senior Securities (a "Multi-Class Series"). For a    
series of Securities that is not a Multi-Class Series, each class is            
designated to receive a particular portion of future principal or interest      
cash flows on the Primary Assets. This designation does not change over the     
term of the Securities unless the series has a subordination feature in one or  
more classes of Subordinate Securities that protects one or more classes of     
Senior Securities in the event of failure of timely payment of the Primary      
Assets. Unless otherwise specified in the prospectus supplement, each Security  
of a Multi-Class Series will have a principal amount or a notional amount and   
a specified Interest Rate (that may be zero). Interest distributions on a       
Multi-Class Series will be made on each Security entitled to an interest        
distribution on each Distribution Date at the Interest Rate specified in or     
determined in accordance with the prospectus supplement, to the extent funds    
are available in the Distribution Account, subject to any                       

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subordination of the rights of any classes of Subordinate Securities to         
receive current distributions. See "--Subordinate Securities" below and         
"Credit Support--Subordinate Securities; Subordination Reserve Fund."           

Distributions of interest on Compound Interest Securities will begin only 
after the related accretion termination date specified in the prospectus        
supplement. On each Distribution Date on or before the accretion termination    
date, interest on the Compound Interest Securities accrues, and the amount of   
interest accrued is added on each Distribution Date to the principal balance    
of the Security. On each Distribution Date after the accretion termination      
date, interest distributions will be made on classes of Compound Interest       
Securities on the basis of the current Compound Value of the class. The         
"Compound Value" of a class of Compound Interest Securities equals the initial  
aggregate principal balance of the class, plus accrued and undistributed        
interest added to the class through the immediately preceding Distribution      
Date, less any principal distributions previously made to reduce the aggregate  
outstanding principal balance of the class.                                     

A Multi-Class Series may also include one or more classes of Floating Rate
Securities. The Interest Rate of a Floating Rate Security will be a variable    
or adjustable rate, which may be subject to a maximum floating rate, a minimum  
floating rate, or both, as specified in the prospectus supplement. For each     
class of Floating Rate Securities, the prospectus supplement will set forth     
the initial Floating Rate (or the method of determining it), the period during  
which the Floating Rate applies, and the formula, index, or other method by     
which the Floating Rate for each period will be determined.                     

Distributions of principal will be allocated among the classes of a Multi-
Class Series in the order of priority and amount specified in the prospectus    
supplement. Generally, the "Principal Distribution Amount" for a Multi-         
Class Series on any Distribution Date will be equal to the sum of (1) the       
accrual distribution amount for any Compound Interest Securities, (2) the       
Minimum Principal Distribution Amount and (3) the percentage, if any, of the    
excess cash flow specified in the prospectus supplement. The "Minimum           
Principal Distribution Amount" is the amount, if any, by which the outstanding  
principal balance of the Securities of a series (before giving effect to any    
payment of principal on that Distribution Date) exceeds the aggregate value of  
the Primary Assets as of that Distribution Date.                                

Subordinate Securities                                                    

A series of Securities may include one or more classes of Subordinate     
Securities that provide some or all of the credit support for the Senior        
Securities in the series. The rights of holders of some classes of securities   
(the "Subordinate Securities") to receive distributions will be subordinate in  
right and priority to the rights of holders of senior securities of the series  
(the "Senior Securities") but only to the extent described in the prospectus    
supplement. If the Primary Assets are divided into separate Asset Groups,       
evidenced by separate classes, credit support may be provided by a cross-       
support feature. This feature requires that distributions be made to Senior     
Securities prior to making distributions on Subordinate Securities backed by    
assets in another Asset Group within the trust fund. Unless rated in one of     
the four highest rating categories by at least one nationally recognized        
statistical rating organization (each, a "Rating Agency"), Subordinate          
Securities will not be offered by this prospectus or the prospectus             
supplement. See "Credit Support--Subordinate Securities; Subordination Reserve  
Fund."                                                                          

OPTIONAL TERMINATION                                                            

If specified in the prospectus supplement for a series of Securities, the 
depositor, the servicer or master servicer, or any other designated entity      
may, at its option, purchase or direct the sale of a portion of the Primary     
Assets of the trust fund, or cause an early termination of the trust fund by    
repurchasing all of the Primary Assets from the trust fund or directing the     
sale of the Primary Assets. This termination may occur on a date on or after    
the date on which either (1) the Aggregate Asset Principal Balance of the       
Primary Assets is less than a specified percentage of the initial Aggregate     
Asset Principal Balance, or (2) the aggregate principal amount of the           
Securities (or of certain classes in a series) is less than a specified         
percentage of their initial aggregate principal amount, as described in the     
prospectus supplement.                                                          

o "Asset Principal Balance" means, for any Loan at the time of            
  determination, its outstanding principal balance as of the Cut-off Date,
reduced by all amounts distributed to securityholders (or used to fund
the Subordination Reserve Fund, if any) and reported as allocable to  
principal payments on the Loan.                                       

o "Aggregate Asset Principal Balance" means, at the time of determination,
   the aggregate of the Asset Principal Balances of all the Loans in a trust
fund.                                                                 

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The optional termination described in this section will be in addition to 
terminations that may result from other events. See "The Agreements--Event of   
Default; Rights Upon Event of Default" and "--Termination."                     

OPTIONAL PURCHASE OF SECURITIES                                                 

  The prospectus supplement for a series of Securities may provide that one or
more classes of the series may be purchased, in whole or in part, at the        
option of the depositor, the servicer or master servicer, or another            
designated entity, at specified times and purchase prices, and under            
particular circumstances. Notice of any purchase must be given by the trustee   
prior to the optional purchase date, as specified in the prospectus             
supplement.                                                                     

OTHER PURCHASES                                                                 

If specified in the prospectus supplement for a series, any class of      
Securities in the series may be subject to redemption, in whole or in part, at  
the request of the holders of that class or mandatory purchase by the           
depositor, the servicer or master servicer, or another designated entity. The   
terms and conditions of any redemption or mandatory purchase with respect to a  
class of Securities will be described in the prospectus supplement.             

The depositor may also have the option to obtain for any series of        
Securities, one or more guarantees from a company or companies acceptable to    
the Rating Agencies. As specified in the prospectus supplement, these           
guarantees may provide for one or more of the following for any series of       
Securities:                                                                     

o call protection for any class of Securities of a series;                

o a guarantee of a certain prepayment rate of some or all of the Loans    
underlying the series; or                                             

o certain other guarantees described in the prospectus supplement.        

EXCHANGEABLE SECURITIES                                                         

General                                                                   

If specified in the related prospectus supplement, a series of Securities 
may include one or more classes that are exchangeable securities. In any of     
these series, the holders of one or more of the classes of exchangeable         
securities will be entitled, after notice and payment to the trustee of an      
administrative fee, to exchange all or a portion of those classes for           
proportionate interests in one or more of the other classes of exchangeable     
securities.                                                                     

If a series includes exchangeable securities as described in the related  
prospectus supplement, all of these classes of exchangeable securities will be  
listed in the prospectus supplement. The classes of Securities that are         
exchangeable for one another will be referred to in the related prospectus      
supplement as "related" to each other, and each related grouping of             
exchangeable securities will be referred to as a "combination." Each            
combination of exchangeable securities will be issued by the related trust      
fund and, in the aggregate, will represent a distinct combination of            
uncertificated interests in the trust fund. At any time after their initial     
issuance, any class of exchangeable securities may be exchanged for the         
related class or classes of exchangeable securities. In some cases, multiple    
classes of exchangeable securities may be exchanged for one or more classes of  
related exchangeable securities.                                                

  The descriptions in the related prospectus supplement of the Securities of a
series that includes exchangeable securities, including descriptions of         
principal and interest distributions, registration and denomination of          
Securities, credit enhancement, yield and prepayment considerations and tax,    
ERISA and legal investment considerations, also will apply to each class of     
exchangeable securities. The related prospectus supplement will separately      
describe the yield and prepayment considerations applicable to, and the risks   
of investment in, each class of exchangeable securities in a combination. For   
example, separate decrement tables and yield tables, if applicable, will be     
included for each class of a combination of exchangeable securities.            

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Exchanges                                                                 

If a holder elects to exchange its exchangeable securities for related    
exchangeable securities, the following three conditions must be satisfied:      

o the aggregate principal balance of the exchangeable securities received 
   in the exchange, immediately after the exchange, must equal the aggregate
principal balance, immediately prior to the exchange, of the exchanged
 securities (for purposes of this condition, an interest-only class will
have a principal balance of zero);                                    

o the aggregate amount of interest payable on each Distribution Date with 
respect to the exchangeable securities received in the exchange must  
  equal the aggregate amount of interest payable on each Distribution Date
with respect to the exchanged securities; and                         

o the class or classes of exchangeable securities must be exchanged in the
applicable proportions, if any, described in the related prospectus   
supplement.                                                           

There are different types of combinations that can exist. Any individual  
series of securities may have multiple types of combinations. Some examples of  
combinations of exchangeable securities that differ in their interest           
characteristics include:                                                        

o A class of exchangeable securities with an interest rate that varies    
  directly with changes in an index and a class of exchangeable securities
with an interest rate that varies indirectly with changes in the index
 may be exchangeable for a class of exchangeable securities with a fixed
interest rate. In this case, the classes with interest rates that vary
  with an index would produce, in the aggregate, an annual interest amount
equal to that generated by the class with a fixed interest rate. In   
addition, the aggregate principal balance of the two classes with     
  interest rates that vary with an index would equal the principal balance
of the class with the fixed interest rate.                            

o An interest-only class and a principal only class of exchangeable       
   securities may be exchangeable, together, for a class that is entitled to
both principal and interest payments. The principal balance of the    
 principal and interest class would be equal to the principal balance of
the exchangeable principal only class, and the interest rate on the   
  principal and interest class would be a fixed rate that, when applied to
the principal balance of this class, would generate an annual interest
  amount equal to the annual interest amount of the exchangeable interest-
only class.                                                           

o Two classes of principal and interest classes with different fixed      
interest rates may be exchangeable, together, for a class that is     
entitled to both principal and interest payments, with a principal    
balance equal to the aggregate principal balance of the two exchanged 
classes, and a fixed interest rate that, when applied to the principal
balance of the exchanged for class, would generate an annual interest 
amount equal to the aggregate amount of annual interest of the two    
exchanged classes.                                                    

In some series, a securityholder may be able to exchange its exchangeable 
securities for other exchangeable securities that have different principal      
payment characteristics. Examples of these types of combinations include:       

o A class of exchangeable securities that accretes all of its interest for
a specified period, with the accreted amount added to the principal   
balance of the accreting class, and a class of exchangeable securities
that receives principal payments from these accretions may be         
exchangeable, together, for a single class of exchangeable securities 
that receives payments of interest continuously from the first        
distribution date on which it receives interest until it is retired.  

o A class of exchangeable securities that is a Planned Amortization       
Certificate, and a class of exchangeable securities that only receives
   principal payments on a distribution date if scheduled payments have been
made on the Planned Amortization Certificate, may be exchangeable,    
  together, for a class of exchangeable securities that receives principal
  payments without regard to the schedule from the first distribution date
on which it receives principal until it is retired.                   

 A number of factors may limit the ability of an exchangeable securityholder
to effect an exchange. For example, the securityholder must own, at the time    
of the proposed exchange, the class or classes necessary to make the exchange   
in the necessary proportions. If a securityholder does not own the necessary    
classes or does not own the necessary classes in the proper proportions, the    
securityholder may not be able to obtain the desired class of exchangeable      
securities. The securityholder desiring to make the exchange may not be able    
to purchase the necessary class from the then-current                           

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owner at a reasonable price, or the necessary proportion of the needed class    
may no longer be available due to principal payments or prepayments that have   
been applied to that class.                                                     

Procedures                                                                

 The related prospectus supplement will describe the procedures that must be
followed to make an exchange. A securityholder will be required to provide      
notice to the trustee five business days prior to the proposed exchange date    
or as otherwise specified in the related prospectus supplement. The notice      
must include the outstanding principal or notional amount of the securities to  
be exchanged and to be received, and the proposed exchange date. When the       
trustee receives this notice, it will provide instructions to the               
securityholder regarding delivery of the securities and payment of the          
administrative fee. A securityholder's notice to the trustee will become        
irrevocable on the second business day prior to the proposed exchange date.     
Any exchangeable securities in book-entry form will be subject to the rules,    
regulations and procedures applicable to DTC's book-entry securities.           

If the related prospectus supplement describes exchange proportions for a 
combination of classes of exchangeable securities, these proportions will be    
based on the original, rather than the outstanding, principal or notional       
amounts of these classes.                                                       

The first payment on an exchangeable security received in an exchange will
be made on the Distribution Date in the month following the month of the        
exchange or as otherwise described in the related prospectus supplement. This   
payment will be made to the securityholder of record as of the applicable       
record date.                                                                    

BOOK-ENTRY REGISTRATION                                                         

General                                                                   

If provided for in the prospectus supplement, one or more classes of the  
Offered Securities of any series will be issued as Book-Entry Securities, and   
each of these classes will be represented by one or more single Securities      
registered in the name of a nominee for the depository, The Depository Trust    
Company ("DTC") and, if provided in the prospectus supplement, additionally     
through Clearstream Banking, societe anonyme (formerly Cedelbank) (referred to  
herein as "Clearstream") or Euroclear Bank S.A./NV as operator of the           
Euroclear System ("Euroclear"). Each class of Book-Entry Securities will be     
issued in one or more certificates or notes, as the case may be, that equal     
the initial principal amount of the related class of Offered Securities and     
will initially be registered in the name of Cede & Co.                          

No person acquiring an interest in a Book-Entry Security (each, a         
"Beneficial Owner") will be entitled to receive a Definitive Security, except   
as set forth below under "--Definitive Securities." Unless and until            
Definitive Securities are issued for the Book-Entry Securities under the        
limited circumstances described in the related prospectus supplement or this    
prospectus, all references to actions by securityholders with respect to the    
Book-Entry Securities will refer to actions taken by DTC, Clearstream or        
Euroclear upon instructions from their Participants (as defined below), and     
all references herein to distributions, notices, reports and statements to      
securityholders with respect to the Book-Entry Securities will refer to         
distributions, notices, reports and statements to DTC, Clearstream or           
Euroclear, as applicable, for distribution to Beneficial Owners by DTC in       
accordance with the procedures of DTC and if applicable, Clearstream and        
Euroclear.                                                                      

Beneficial Owners will hold their Book-Entry Securities through DTC in the
United States, or, if the Offered Securities are offered for sale globally,     
through Clearstream or Euroclear in Europe if they are participating            
organizations ("Participants") of those systems. Participants include           
securities brokers and dealers, banks, trust companies and clearing             
corporations and may include some other organizations. Indirect access to the   
DTC, Clearstream and Euroclear systems also is available to others, such as     
banks, brokers, dealers and trust companies that clear through or maintain a    
custodial relationship with a Participant, either directly or indirectly        
("Indirect Participants").                                                      

DTC                                                                       

  DTC is a limited-purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"   
within the meaning of the Uniform Commercial Code and a "clearing agency"       
registered pursuant to the provisions of Section 17A of the Securities          
Exchange Act of 1934, as amended. DTC was created to hold securities for its    
Participants, some of which (and/or their representatives) own DTC, and         
facilitate the clearance and settlement of securities transactions between its  
Participants through electronic book-entry changes in their accounts, thereby   
eliminating the need for physical movement of securities. In accordance with    
its normal                                                                      

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procedures, DTC is expected to record the positions held by each of its         
Participants in the Book-Entry Securities, whether held for its own account or  
as a nominee for another person. In general, beneficial ownership of Book-      
Entry Securities will be subject to the rules, regulations and procedures       
governing DTC and its Participants as in effect from time to time.              

Clearstream                                                               

 Clearstream is incorporated under the laws of the Grand Duchy of Luxembourg
as a professional depository. Clearstream holds securities for its              
Participants and facilitates the clearance and settlement of securities         
transactions between its Participants through electronic book-entry changes in  
accounts of its Participants or between a Clearstream account and a Euroclear   
account, thereby eliminating the need for physical movement of certificates.    
For transactions between a Clearstream participant and a participant of         
another securities settlement system, Clearstream generally adjusts to the      
settlement rules of the other securities settlement system. Transactions may    
be settled in Clearstream in numerous currencies, including United States       
dollars. Clearstream provides to its Participants, among other things,          
services for safekeeping, administration, clearance and settlement of           
internationally-traded securities and securities lending and borrowing.         
Clearstream interfaces with domestic markets in several countries. As a         
professional depository, Clearstream is subject to regulation by the            
Luxembourg Commission de Surveillance du Secteur Financier ("CSSF").            
Participants of Clearstream are recognized financial institutions around the    
world, including underwriters, securities brokers and dealers, banks, trust     
companies, clearing corporations and certain other organizations. Indirect      
access to Clearstream is also available to others, such as banks, brokers,      
dealers and trust companies that clear through or maintain a custodial          
relationship with a Participant of Clearstream, either directly or indirectly.  
Clearstream has established an electronic bridge with Euroclear to facilitate   
settlement of trades between Clearstream and Euroclear.                         

Euroclear                                                                 

  Euroclear was created in 1968 to hold securities for its Participants and to
clear and settle transactions between its Participants through simultaneous     
electronic book-entry delivery against payment, thereby eliminating the need    
for physical movement of securities and any risk from lack of simultaneous      
transfers of securities and cash. Transactions may be settled in numerous       
currencies, including United States dollars. Euroclear includes various other   
services, including securities lending and borrowing, and interfaces with       
domestic markets in several countries generally similar to the arrangements     
for cross-market transfers with DTC described above. Euroclear is operated by   
Euroclear Bank S.A./NV (the "Euroclear Operator"), under contract with          
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the        
"Cooperative Corporation"). All operations are conducted by the Euroclear       
Operator, and all Euroclear securities clearance accounts and Euroclear cash    
accounts are accounts with the Euroclear Operator, not the Cooperative          
Corporation. The Cooperative Corporation establishes policy for Euroclear on    
behalf of its Participants. Euroclear Participants include banks (including     
central banks), securities brokers and dealers and other professional           
financial intermediaries. Indirect access to Euroclear is also available to     
other firms that clear through or maintain a custodial relationship with a      
Participant of Euroclear, either directly or indirectly.                        

The Euroclear Operator has advised us that it is licensed by the Belgian  
Banking and Finance Commission to carry out banking activities on a global      
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking   
Commission.                                                                     

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

Payments with respect to Securities held through Clearstream or Euroclear 
will be credited to the cash accounts of Clearstream Participants or Euroclear  
Participants in accordance with the relevant system's rules and procedures, to  
the extent received by its respective depositary (individually the "Relevant    
Depositary" and collectively, the "European Depositaries"). Those payments      
will be subject to tax withholding in accordance with relevant United States    
tax laws and regulations. Clearstream or the Euroclear Operator, as the case    
may be, will take any other action permitted to be taken                        

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by a Securityholder on behalf of a Clearstream Participant or Euroclear         
Participant only in accordance with its relevant rules and procedures and       
subject to its depositary's ability to effect those actions on its behalf       
through DTC.                                                                    

DTC, Clearstream and Euroclear are under no obligation to perform or      
continue to perform the foregoing procedures and such procedures may be         
discontinued at any time.                                                       

Beneficial Ownership of Book-Entry Securities                             

  Except as described below, no Beneficial Owner will be entitled to receive a
physical certificate representing a Certificate or a Note. Unless and until     
Definitive Securities are issued, it is anticipated that the only               
"securityholder" of the Offered Securities will be Cede & Co., as nominee of    
DTC. Beneficial Owners will not be "Certificateholders" or "Noteholders" as     
those terms are used in the related Agreement. Beneficial Owners are only       
permitted to exercise their rights indirectly through Participants, DTC,        
Clearstream or Euroclear, as applicable.                                        

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

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

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

Because of time zone differences, any credits of securities received in   
Clearstream or Euroclear as a result of a transaction with a Participant will   
be made during subsequent securities settlement processing and dated the        
business day following the DTC settlement date. These credits or any            
transactions in securities settled during this processing will be reported to   
the relevant Participants of Clearstream or Euroclear on that business day.     
Cash received in Clearstream or Euroclear as a result of sales of securities    
by or through a Participant of Clearstream or Euroclear to a Participant of     
DTC will be received with value on the DTC settlement date but will be          
available in the relevant Clearstream or Euroclear cash account only as of the  
business day following settlement in DTC. For information with respect to tax   
documentation procedures relating to the Securities, see "Material Federal      
Income Tax Considerations--Taxation of Securities Treated as Debt               
Instruments--Foreign Persons," "--REMIC Residual Certificates--Foreign          
Persons," "--Grantor Trust Certificates--Foreign Persons" and "--Partner        
Certificates--Foreign Persons" herein and, if the Book-Entry Securities are     
globally offered and the prospectus supplement so provides, see "Global         
Clearance, Settlement and Tax Documentation Procedures--Certain U.S. Federal    
Income Tax Documentation Requirements" in Annex A to the prospectus             
supplement.                                                                     

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

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

  Distributions on the Book-Entry Securities will be made on each Distribution
Date by the trustee to DTC. DTC will be responsible for crediting the amount    
of each distribution to the accounts of the applicable Participants of DTC in   
accordance with DTC's normal procedures. Each Participant of DTC will be        
responsible for disbursing the distribution to the Beneficial Owners of the     
Book-Entry Securities that it represents and to each Financial Intermediary     
for which it acts as agent. Each Financial Intermediary will be responsible     
for disbursing funds to the Beneficial Owners of the Book-Entry Securities      
that it represents.                                                             

Under a book-entry format, Beneficial Owners of the Book-Entry Securities 
may experience some delay in their receipt of payments, because the             
distributions will be forwarded by the trustee to Cede & Co. Any distributions  
on Securities held through Clearstream or Euroclear will be credited to the     
cash accounts of Participants of Clearstream or Euroclear in accordance with    
the relevant system's rules and procedures, to the extent received by the       
Relevant Depositary. These distributions will be subject to tax reporting in    
accordance with relevant United States tax laws and regulations. See "Material  
Federal Income Tax Considerations--Taxation of Securities Treated as Debt       
Instruments--Foreign Persons," "--REMIC Residual Certificates--Administrative   
Provisions," "--Grantor Trust Certificates--Trust Reporting" and "--Partner     
Certificates--Information Reporting" herein. Because DTC can only act on        
behalf of Financial Intermediaries, the ability of a Beneficial Owner to        
pledge Book-Entry Securities to persons or entities that do not participate in  
the depository system, or otherwise take actions in respect of Book-Entry       
Securities, may be limited due to the lack of physical securities for the       
Book-Entry Securities. In addition, issuance of the Book-Entry Securities in    
book-entry form may reduce the liquidity of the securities in the secondary     
market since certain potential investors may be unwilling to purchase           
Securities for which they cannot obtain physical securities.                    

Monthly and annual reports will be provided to Cede & Co., as nominee of  
DTC, and may be made available by Cede & Co. to Beneficial Owners upon          
request, in accordance with the rules, regulations and procedures creating and  
affecting the depository, and to the Financial Intermediaries to whose DTC      
accounts the Book-Entry Securities of Beneficial Owners are credited.           

Generally, DTC will advise the applicable trustee that unless and until   
Definitive Securities are issued, DTC will take any action permitted to be      
taken by the holders of the Book-Entry Securities under the related Agreement,  
only at the direction of one or more Financial Intermediaries to whose DTC      
accounts the Book-Entry Securities are credited, to the extent that actions     
are taken on behalf of Financial Intermediaries whose holdings include the      
Book-Entry Securities. If the Book-Entry Securities are globally offered,       
Clearstream or the Euroclear Operator, as the case may be, will take any other  
action permitted to be taken by a securityholder under the related Agreement,   
on behalf of a Participant of Clearstream or Euroclear only in accordance with  
its relevant rules and procedures and subject to the ability of the Relevant    
Depositary to effect those actions on its behalf through DTC. DTC may take      
actions, at the direction of the related Participants, with respect to some     
Offered Securities that conflict with actions taken with respect to other       
Offered Securities.                                                             

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

None of the depositor, any master servicer, any servicer, the trustee, any
securities registrar or paying agent or any of their affiliates will have any   
responsibility for any aspect of the records relating to or payments made on    
account of beneficial ownership interests of the Book-Entry Securities or for   
maintaining, supervising or reviewing any records relating to those beneficial  
ownership interests.                                                            

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Definitive Securities                                                     

 Securities initially issued in book-entry form will be issued as Definitive
Securities to Beneficial Owners or their nominees, rather than to DTC or its    
nominee only (1) if DTC or the depositor advises the trustee in writing that    
DTC is no longer willing or able to properly discharge its responsibilities as  
depository for the Securities and the depositor is unable to locate a           
qualified successor or (2) after the occurrence of an event of default as       
specified in the applicable Agreement, Beneficial Owners of securities          
representing not less than 50% of the aggregate percentage interests evidenced  
by a class of securities issued as book-entry securities advise the applicable  
trustee and DTC through the financial intermediaries in writing that the        
continuation of a book-entry system through DTC, or a successor to it, is no    
longer in the best interests of the Beneficial Owners of such class of          
securities.                                                                     

Upon the occurrence of any of the events described in the immediately     
preceding paragraph, DTC is required to notify all Participants of the          
availability through DTC of Definitive Securities for the Beneficial Owners.    
Upon surrender by DTC of the security or securities representing the Book-      
Entry Securities, together with instructions for registration, the trustee      
will issue (or cause to be issued) to the Beneficial Owners identified in       
those instructions the Definitive Securities to which they are entitled, and    
thereafter the trustee will recognize the holders of those Definitive           
Securities as securityholders under the related Agreement.                      

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS 

PAYMENT DELAYS                                                                  

 With respect to any series, a period of time will elapse between receipt of
payments or distributions on the Primary Assets and the Distribution Date on    
which the payments or distributions are paid to securityholders. This delay     
will effectively reduce the yield that would otherwise be obtained if payments  
or distributions were distributed on or near the date of receipt. The           
prospectus supplement will set forth an example of the timing of receipts and   
the distribution of collections to securityholders, so that the impact of this  
delay can be understood.                                                        

PRINCIPAL PREPAYMENTS                                                           

With respect to a series for which the Primary Assets consist of Loans or 
participation interests in Loans, when a Loan prepays in full, the borrower     
will generally be required to pay interest on the amount of the prepayment      
only to the prepayment date. In addition, the prepayment may not be required    
to be paid to securityholders until the month following receipt. The effect of  
these provisions is to reduce the aggregate amount of interest that would       
otherwise be available for distributions on the Securities. Therefore, the      
yield that would be obtained if interest continued to accrue on the Loan until  
the principal prepayment is paid to securityholders, is effectively reduced.    
To the extent specified in the prospectus supplement, this effect on yield may  
be mitigated by, among other things, an adjustment to the servicing fee         
otherwise payable to the master servicer or servicer with respect to prepaid    
Loans. Further, if the Interest Rate on a class of Securities in a series is    
based upon a weighted average of the interest rates on the Loans comprising or  
underlying the Primary Assets, interest on these Securities may be paid or      
accrued in the future at a rate lower than the initial interest rate, to the    
extent that Loans bearing higher rates of interest are prepaid more quickly     
than Loans bearing lower rates of interest. See "Servicing of Loans--Advances   
and Limitations Thereon."                                                       

TIMING OF REDUCTION OF PRINCIPAL AMOUNT                                         

 A Multi-Class Series may provide that, for purposes of calculating interest
distributions, the principal amount of the Securities is deemed reduced as of   
a date prior to the Distribution Date on which principal thereon is actually    
distributed. Consequently, the amount of interest accrued during any interest   
accrual period, as specified in the prospectus supplement, will be less than    
the amount that would have accrued on the actual principal amount of the        
Securities outstanding. The effect of these provisions is to produce a lower    
yield on the Securities than would be obtained if interest were to accrue on    
the Securities on the actual unpaid principal amount of the Securities to each  
Distribution Date. The prospectus supplement will specify the time at which     
the principal amounts of the Securities are determined or are deemed reduced    
for purposes of calculating interest distributions on Securities of a Multi-    
Class Series.                                                                   

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INTEREST OR PRINCIPAL WEIGHTED SECURITIES                                       

If a class of Securities consists of Interest Weighted Securities or      
Principal Weighted Securities, a lower rate of principal prepayments than       
anticipated will negatively affect yield to investors in Principal Weighted     
Securities, and a higher rate of principal prepayments than anticipated will    
negatively affect yield to investors in Interest Weighted Securities. The       
prospectus supplement will include a table showing the effect of various        
levels of prepayment on yields on these types of Securities. The tables will    
illustrate the sensitivity of yields to various prepayment rates and will not   
purport to predict, or provide information enabling investors to predict,       
yields or prepayment rates.                                                     

FINAL SCHEDULED DISTRIBUTION DATE                                               

  The prospectus supplement will specify the Final Scheduled Distribution Date
or Maturity Date for each class of a Multi-Class Series. The Maturity Date for  
each class of Notes is the date on which the principal of the class of Notes    
will be fully paid. The Final Scheduled Distribution Date for each class of     
Certificates is the date on which the entire aggregate principal balance of     
the class will be reduced to zero. These calculations will be based on the      
assumptions described in the prospectus supplement. Because prepayments on the  
Loans underlying or comprising the Primary Assets will be used to make          
distributions in reduction of the outstanding principal amount of the           
Securities, it is likely that the actual maturity of the class will occur       
earlier, and may occur substantially earlier, than its Final Scheduled          
Distribution Date. Furthermore, with respect to the Certificates, as a result   
of delinquencies, defaults and liquidations of the assets in the trust fund,    
the actual final distribution date of any Certificate may occur later than its  
Final Scheduled Distribution Date.                                              

PREPAYMENTS AND WEIGHTED AVERAGE LIFE                                           

 Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of the principal of the  
security will be repaid to the investor. The weighted average life of the       
Securities of a series will be influenced by the rate at which principal on     
the Loans comprising or underlying the Primary Assets for the Securities is     
paid, which may be in the form of scheduled amortization or prepayments (for    
this purpose, the term "prepayment" includes prepayments, in whole or in part,  
and liquidations due to default).                                               

  The rate of principal prepayments on pools of housing loans is influenced by
a variety of economic, demographic, geographic, legal, tax, social and other    
factors. The rate of prepayments of conventional housing loans has fluctuated   
significantly. In general, however, if prevailing interest rates fall           
significantly below the interest rates on the Loans comprising or underlying    
the Primary Assets for a series, those Loans are likely to prepay at rates      
higher than if prevailing interest rates remain at or above the interest rates  
borne by those Loans. It should be noted that the Loans comprising or           
underlying the Primary Assets for a series may have different interest rates,   
and the stated pass-through or interest rate of certain Primary Assets or the   
Interest Rate on the Securities may be a number of percentage points less than  
interest rates on the Loans. In addition, the weighted average life of the      
Securities may be affected by the varying maturities of the Loans comprising    
or underlying the Primary Assets. If any Loans comprising or underlying the     
Primary Assets for a series have actual terms-to-stated maturity less than      
those assumed in calculating the Final Scheduled Distribution Date of the       
related Securities, one or more classes of the series may be fully paid prior   
to their respective stated maturities.                                          

Prepayments on loans are also commonly measured relative to a prepayment  
standard or model, such as the Constant Prepayment Rate ("CPR") prepayment      
model or the Standard Prepayment Assumption ("SPA") prepayment model, each as   
described below.                                                                

 CPR represents a constant assumed rate of prepayment each month relative to
the then outstanding principal balance of a pool of loans for the life of the   
loans. SPA represents an assumed rate of prepayment each month relative to the  
then outstanding principal balance of a pool of loans. A prepayment assumption  
of 100% of SPA assumes prepayment rates of 0.2% per annum of the then           
outstanding principal balance of the loans in the first month of the life of    
the loans and an additional 0.2% per annum in each month thereafter until the   
thirtieth month. Beginning in the thirtieth month and in each month thereafter  
during the life of the loans, 100% of SPA assumes a constant prepayment rate    
of 6% per annum each month.                                                     

  Neither CPR nor SPA nor any other prepayment model or assumption purports to
be a historical description of prepayment experience or a prediction of the     
anticipated rate of prepayment of any pool of loans, including the Loans        

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underlying or comprising the Primary Assets. Thus, it is likely that            
prepayment of any Loans comprising or underlying the Primary Assets for any     
series will not conform to the FHA Prepayment Experience or to any level of     
CPR or SPA.                                                                     

The prospectus supplement for each Multi-Class Series will describe the   
prepayment standard or model used to prepare any illustrative tables setting    
forth the weighted average life of each class of that series under a given set  
of prepayment assumptions. The prospectus supplement will also describe the     
percentage of the initial principal balance of each class of a series that      
would be outstanding on specified Distribution Dates for the series based on    
the assumptions stated in the prospectus supplement, including assumptions      
that prepayments on the Loans comprising or underlying the related Primary      
Assets are made at rates corresponding to various percentages of CPR or SPA or  
at such other rates specified in the prospectus supplement. These tables and    
assumptions are intended to illustrate the sensitivity of weighted average      
life of the Securities to various prepayment rates and will not be intended to  
predict or to provide information that will enable investors to predict the     
actual weighted average life of the Securities or prepayment rates of the       
Loans comprising or underlying the related Primary Assets.                      

OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE                                   

Type of Loan                                                              

Mortgage Loans secured by multifamily residential rental property or      
cooperatively owned multifamily property consisting of five or more dwelling    
units ("Multifamily Properties") may have provisions that prevent prepayment    
for a number of years and may provide for payments of interest only during a    
certain period followed by amortization of principal on the basis of a          
schedule extending beyond the maturity of the related Mortgage Loan. ARMs, Bi-  
weekly Loans, GEM Loans, GPM Loans or Buy-Down Loans comprising or underlying   
the Primary Assets may experience a rate of principal prepayments that is       
different from the principal prepayment rate for ARMs, Bi-weekly Loans, GEM     
Loans and GPM Loans included in any other mortgage pool or from Conventional    
fixed rate Loans or from other adjustable rate or graduated equity mortgages    
having different characteristics. There can be no assurance as to the           
respective rates of prepayment of these Loans in either stable or changing      
interest rate environments.                                                     

  In the case of a Negatively Amortizing ARM, if interest rates rise without a
simultaneous increase in the related scheduled payment of principal and         
interest (the "Scheduled Payment"), negative amortization may result or the     
amount of interest accrued on the Stated Principal Balance thereof may exceed   
the amount of interest paid by the mortgagor in any month (such excess,         
"Deferred Interest"). However, borrowers may pay amounts in addition to their   
Scheduled Payments in order to avoid negative amortization and to increase tax  
deductible interest payments.                                                   

To the extent that any of Mortgage Loans negatively amortize over their   
respective terms, future interest accruals are computed on the higher           
outstanding principal balance of the Mortgage Loan and a smaller portion of     
the Scheduled Payment is applied to principal than would be required to         
amortize the unpaid principal over its remaining term. Accordingly, the         
weighted average life of the Mortgage Loans will increase.                      

In a declining interest rate environment, the portion of each Scheduled   
Payment in excess of the scheduled interest and principal due will be applied   
to reduce the outstanding principal balance of the related Mortgage Loan,       
thereby resulting in accelerated amortization of the ARM. Any such              
acceleration in amortization of the principal balance of any Negatively         
Amortizing ARM will shorten the weighted average life of the Mortgage Loan.     
The application of partial prepayments to reduce the outstanding principal      
balance of a Negatively Amortizing ARM will tend to reduce the weighted         
average life of the Mortgage Loan and will adversely affect the yield to        
holders who purchased their Securities at a premium, if any, and holders of     
classes of Interest Weighted Securities. The pooling of Negatively Amortizing   
ARMs having Rate Adjustment Dates in different months, together with different  
initial interest rates borne by the Loans ("Mortgage Rates"), Lifetime          
Mortgage Rate Caps, Minimum Mortgage Rates and stated maturity dates, could     
result in some Negatively Amortizing ARMs that comprise or underlie the         
Primary Assets experiencing negative amortization while the amortization of     
other Negatively Amortizing ARMs may be accelerated.                            

If the Loans comprising or underlying the Primary Assets for a series     
include ARMs that permit the borrower to convert to a long-term fixed interest  
rate loan, the master servicer, servicer, or PMBS Servicer, as applicable,      
may, if specified in the prospectus supplement, be obligated to repurchase any  
Loan so converted. Any such conversion and repurchase would reduce the average  
weighted life of the Securities of the related series.                          

A GEM Loan provides for scheduled annual increases in the borrower's      
Scheduled Payment. Because the additional portion of the Scheduled Payment is   
applied to reduce the unpaid principal balance of the GEM Loan, the stated      
maturity                                                                        

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of a GEM Loan will be significantly shorter than the 25 to 30 year term used    
as the basis for calculating the installments of principal and interest         
applicable until the first adjustment date. The prepayment experience with      
respect to Manufactured Home Loans will generally not correspond to the         
prepayment experience on other types of housing loans. Even though some         
Manufactured Home Loans may be FHA Loans, no statistics similar to those        
describing the FHA experience above are available with respect to Manufactured  
Home Loans.                                                                     

In the case of Mortgage Loans that do not require the borrowers to make   
payments of principal or interest until the occurrence of certain maturity      
events, the Mortgage Loans will generate enough cash to pay interest and        
principal on the Securities of the related series only if specified maturity    
events occur with sufficient frequency and relative regularity. There can be    
no assurance regarding the rate and timing of the occurrence of maturity        
events with respect to these Mortgage Loans.                                    

Foreclosures and Payment Plans                                            

 The number of foreclosures and the principal amount of the Loans comprising
or underlying the Primary Assets that are foreclosed in relation to the number  
of Loans that are repaid in accordance with their terms will affect the         
weighted average life of the Loans comprising or underlying the Primary Assets  
and that of the related series of Securities. Servicing decisions made with     
respect to the Loans, including the use of payment plans prior to a demand for  
acceleration and the restructuring of Loans in bankruptcy proceedings, may      
also have an impact upon the payment patterns of particular Loans. In           
particular, the return to holders of Securities who purchased their Securities  
at a premium, if any, and the return on a class of Interest Weighted            
Securities may be adversely affected by servicing policies and decisions        
relating to foreclosures.                                                       

Due on Sale Clauses                                                       

The acceleration of repayment as a result of certain transfers of the real
property securing a Mortgage Loan (the "Mortgaged Property") is another factor  
affecting prepayment rates, and is a factor that is not reflected in the FHA    
experience. While each of the Mortgage Loans included in the FHA statistics is  
assumable by a purchaser of the underlying mortgaged property, the Loans        
constituting or underlying the Primary Assets may include "due-on-sale"         
clauses. Except as otherwise described in the prospectus supplement for a       
series, the PMBS Servicer of Loans underlying Private Mortgage-Backed           
Securities and the master servicer or the servicer of Loans constituting the    
Primary Assets for a series will be required, to the extent it knows of any     
conveyance or prospective conveyance of the related residence by any borrower,  
to enforce any "due-on-sale" clause applicable to the related Loan under the    
circumstances and in the manner it enforces due-on-sale clauses with respect    
to other similar loans in its portfolio. FHA Loans and VA Loans are not         
permitted to contain "due-on-sale" clauses and are freely assumable by          
qualified persons. However, as homeowners move or default on their housing      
loans, the Mortgaged Property is generally sold and the loans prepaid, even     
though, by their terms, the loans are not "due-on-sale" and could have been     
assumed by new buyers.                                                          

Optional Termination                                                      

If specified in the prospectus supplement, any designated entity may cause
an early termination of the trust fund by repurchasing the remaining Primary    
Assets in the Trust Fund, or may purchase Securities of certain classes. See    
"Description of the Securities--Optional Termination."                          

THE TRUST FUNDS 

GENERAL                                                                         

  The Notes will be secured by a pledge of the assets of the trust fund, or an
individual Asset Group, and the Certificates will represent beneficial          
ownership interests in the assets of the trust fund, or an individual Asset     
Group, each as specified in the prospectus supplement. The Securities will be   
non-recourse obligations of the trust fund. Holders of the Notes may only       
proceed against the assets of the trust fund as collateral in the case of a     
default, and then only to the extent provided in the indenture, and may not     
proceed against any assets of the depositor or its affiliates, or assets of     
the trust fund not pledged to secure the Notes.                                 

  The trust fund for each series of Securities will be held by the trustee for
the benefit of the related securityholders, and will consist of:                

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 o amounts due and payable with respect to the Primary Assets as of the cut-
off date designated in the prospectus supplement (the "Cut-off Date");

o amounts held from time to time in the Collection Account and the        
Distribution Account established for a series of Securities;          

o Mortgaged Properties that secured a Mortgage Loan and that are acquired 
on behalf of the securityholders by foreclosure, deed in lieu of      
foreclosure or repossession;                                          

o any Reserve Fund established pursuant to the Agreement for a series of  
Securities, if specified in the prospectus supplement;                

 o any Servicing Agreements relating to Mortgage Loans in the trust fund, to
the extent that these agreements are assigned to the trustee;         

o any primary mortgage insurance policies, FHA insurance, or VA guarantee 
relating to Mortgage Loans in the trust fund;                         

o any pool insurance policy, special hazard insurance policy, bankruptcy  
bond or other credit support relating to the series;                  

o investments held in any fund or account or any guaranteed investment    
   contract and income from the reinvestment of these funds, if specified in
the prospectus supplement; and                                        

o any other asset, instrument or agreement relating to the trust fund and 
specified in the prospectus supplement (which may include an interest 
rate swap agreement or an interest rate cap agreement or similar      
agreement).                                                           

  The prospectus supplement may specify that a certain amount or percentage of
a Primary Asset will not be sold by the depositor or seller of the Primary      
Asset, but will be retained by that party (the "Retained Interest").            
Therefore, amounts received with respect to a Retained Interest in an Agency    
Certificate, a Private Mortgage-Backed Security or a Loan comprising the        
Primary Assets for a series will not be included in the trust fund but will be  
payable to the seller of the respective asset, or to the master servicer (if    
any), servicer, depositor or another party, free and clear of the interest of   
securityholders under the Agreements.                                           

The "Primary Assets" in the trust fund for a series of Securities may     
consist of any combination of the following, to the extent and as specified in  
the prospectus supplement:                                                      

 o Ginnie Mae certificates (which may be Ginnie Mae I certificates or Ginnie
Mae II certificates);                                                 

o Fannie Mae certificates;                                                

o Freddie Mac certificates;                                               

o mortgage pass-through certificates representing a fractional, undivided 
   interest in Loans or collateralized mortgage obligations secured by Loans
("Private Mortgage-Backed Securities");                               

o Mortgage Loans or participation interests in Mortgage Loans; and        

o Manufactured Home Loans or participation interests in Manufactured Home 
Loans.                                                                

To the extent provided in the related prospectus supplement, a trust fund 
that primarily consists of Mortgage Loans may also include loans ("Assistance   
Loans") made by the United States Small Business Administration or other        
government agency to borrowers who have incurred property damage or loss in     
connection with a federally recognized disaster. As specified in the related    
prospectus supplement, Assistance Loans may be secured by senior or junior      
liens on collateral of the types described in the prospectus supplement, or     
unsecured. Assistance Loans may have fixed or adjustable interest rates, may    
require repayment monthly or at other intervals, and have other payment         
characteristics as described in the related prospectus supplement. Additional   
information regarding Assistance Loans, to the extent material to prospective   
investors, will be provided in the related prospectus supplement. Such          
information will include, among other things, the weighted average principal    
balances, interest rates and terms to maturity of the Assistance Loans,         
collateral types and lien priority (if applicable), and geographic              
concentration.                                                                  

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  Mortgage Loans, Manufactured Home Loans and Assistance Loans are referred to
in this prospectus as "Loans." Ginnie Mae certificates, Fannie Mae              
certificates and Freddie Mac certificates are referred to in this prospectus    
as "Agency Certificates."                                                       

Private Mortgage-Backed Securities will evidence a beneficial ownership   
interest in underlying assets that will consist of Agency Certificates or       
Loans. Participation interests in a Loan or a loan pool will be purchased by    
the depositor, or an affiliate, pursuant to a participation agreement (a        
"Participation Agreement"). The interest acquired by the depositor under the    
Participation Agreement will be evidenced by a participation certificate. The   
trustee will be the holder of a participation certificate. Loans that comprise  
the Primary Assets will be purchased by the depositor directly or through an    
affiliate in the open market or in privately negotiated transactions. Some,     
none or all of the Loans may have been originated by an affiliate of the        
depositor. See "The Agreements--Assignment of Primary Assets."                  

GINNIE MAE CERTIFICATES                                                         

General                                                                   

 The Ginnie Mae certificates will be "fully modified pass-through" mortgage-
backed certificates issued and serviced by Ginnie Mae-approved issuers of       
Ginnie Mae certificates (the "Ginnie Mae Servicers") under the Ginnie Mae I     
and/or the Ginnie Mae II program. The full and timely payment of principal of   
and interest on the Ginnie Mae certificates is guaranteed by Ginnie Mae, which  
obligation is backed by the full faith and credit of the United States of       
America. The Ginnie Mae certificates will be based on and backed by a pool of   
eligible mortgage loans and will provide for the payment by or on behalf of     
the Ginnie Mae Servicer to the registered holder of the Ginnie Mae certificate  
of monthly payments of principal and interest equal to the aggregated amount    
of the monthly constant principal and interest payments on each mortgage loan,  
less servicing and guarantee fees aggregating the excess of the interest on     
the mortgage loans over the Ginnie Mae certificate's pass-through rate. Each    
repayment to a holder of a Ginnie Mae certificate will include pass-through     
payments of any prepayments of principal of the mortgage loans underlying the   
Ginnie Mae certificate and the remaining principal balance in the event of a    
foreclosure or other disposition of a mortgage loan.                            

The Ginnie Mae certificates do not constitute a liability of, or evidence 
any recourse against, the Ginnie Mae Servicer, the depositor or any affiliate   
of the depositor, and the only recourse of a registered holder, such as the     
trustee or its nominee, is to enforce the guarantee of Ginnie Mae.              

Ginnie Mae approves the issuance of each Ginnie Mae certificate in        
accordance with a guaranty agreement (the "Guaranty Agreement") between Ginnie  
Mae and the Ginnie Mae Servicer of the Ginnie Mae certificate. Pursuant to the  
Guaranty Agreement, the Ginnie Mae Servicer is required to advance its own      
funds in order to make timely payments of all amounts due on the Ginnie Mae     
certificate, whether or not the payments received by the Ginnie Mae Servicer    
on the underlying mortgage loans equal the amounts due on the Ginnie Mae        
certificate. If a Ginnie Mae Servicer is unable to make a payment as it         
becomes due, it must promptly notify Ginnie Mae and request Ginnie Mae to make  
the payment. Upon notification and request, Ginnie Mae will make payments       
directly to the registered holder of the Ginnie Mae certificate. In the event   
no payment is made by a Ginnie Mae Servicer and the Ginnie Mae Servicer fails   
to notify and request Ginnie Mae to make a payment, the holder of the Ginnie    
Mae certificate has recourse only against Ginnie Mae to obtain the payment.     
The trustee or its nominee, as registered holder of the Ginnie Mae              
certificates, may proceed directly against Ginnie Mae under the terms of any    
Ginnie Mae certificate or the Guaranty Agreement relating to the Ginnie Mae     
certificate for any amounts that are not paid under the Ginnie Mae              
certificate.                                                                    

Monthly installment payments on a Ginnie Mae certificate will be comprised
of interest due as specified on the Ginnie Mae certificate plus the scheduled   
principal payments on the mortgage loans backing the Ginnie Mae certificate     
due on the first day of the month in which the scheduled monthly installment    
on the Ginnie Mae certificate is due. The monthly installments on the Ginnie    
Mae certificate will be paid each month to the trustee or its nominee as        
registered holder. In addition, any principal prepayments or any other early    
recovery of principal on the mortgage loans backing the Ginnie Mae certificate  
received during any month will be passed through to the registered holder of    
the Ginnie Mae certificate the following month.                                 

With respect to Ginnie Mae certificates issued under the Ginnie Mae I     
program, the Ginnie Mae Servicer must make scheduled monthly payments of        
principal and interest, plus pass-throughs of prepayments of principal and      
proceeds of foreclosures and other dispositions of the mortgage loans, to       
registered holders no later than the fifteenth day of each month. Ginnie Mae    
certificates issued under the Ginnie Mae II program provide for payments to be  
mailed to registered                                                            

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holders by the paying agent, no later than the twentieth day of each month. A   
further difference between the two programs is that, under the Ginnie Mae I     
program single issuer approach, an individual Ginnie Mae issuer assembles a     
pool of mortgages against which it issues and markets Ginnie Mae I              
certificates while, under the Ginnie Mae II program, multiple issuer pools may  
be formed through the aggregation of loan packages of more than one Ginnie Mae  
issuer. Under this option, packages submitted by various Ginnie Mae issuers     
for a particular issue date and interest rate are aggregated into a single      
pool that backs a single issue of Ginnie Mae II certificates. However, single   
issuer pools may be formed under the Ginnie Mae II program as well.             

The Underlying Mortgage Loans                                             

Unless otherwise specified in the prospectus supplement, mortgage loans   
underlying the Ginnie Mae certificates included in the trust fund for a series  
will consist of FHA Loans and/or housing loans partially guaranteed by the VA   
("VA Loans"), all of which are assumable by a purchaser. Ginnie Mae             
certificates securing a series may be backed by level payment mortgage loans,   
Ginnie Mae Loans, GEM Loans or Buy-Down Loans or adjustable rate mortgage       
loans or other mortgage loans eligible for inclusion in a Ginnie Mae            
certificate. The mortgage loans may be secured by Manufactured Homes, Single    
Family Property or Multifamily Property.                                        

 All mortgages underlying any Ginnie Mae certificate issued under the Ginnie
Mae I program must have the same annual interest rate (except for pools of      
loans secured by manufactured homes). The annual interest rate on such Ginnie   
Mae certificate is equal to one-half percentage point less than the annual      
interest rate on the mortgage loans backing the Ginnie Mae certificate.         

  Mortgages underlying a Ginnie Mae certificate issued under the Ginnie Mae II
program may have annual interest rates that vary from each other by up to one   
percentage point. The annual interest rate on each Ginnie Mae II certificate    
is between one-half percentage point and one and one-half percentage points     
less than the highest annual interest rate on the mortgage loans included in    
the pool of mortgages backing the Ginnie Mae certificate.                       

  The Ginnie Mae certificates included in the trust fund for a series may have
other characteristics and terms different from those described above, so long   
as the Ginnie Mae certificates and underlying mortgage loans meet the criteria  
of each Rating Agency rating the Securities of that series. The Ginnie Mae      
certificates and underlying mortgage loans will be described in the prospectus  
supplement.                                                                     

Ginnie Mae                                                                

The Government National Mortgage Association ("Ginnie Mae") is a wholly   
owned corporate instrumentality of the United States of America. Section 306(g) 
of Title III of the National Housing Act of 1934, as amended (the "Housing      
Act") authorizes Ginnie Mae to guarantee the timely payment of the principal    
of and the interest on Ginnie Mae certificates, which are based on and backed   
by a pool of mortgages insured by the Federal Housing Administration, a         
division of HUD ("FHA") under the Housing Act or Title V of the Housing Act of  
1949, or partially guaranteed by the Veterans Administration ("VA") under the   
Servicemen's Readjustment Act of 1944, as amended, or Chapter 37 of Title 38,   
United States Code, or by other eligible mortgage loans.                        

Section 306(g) of the Housing Act provides that "the full faith and credit
of the United States is pledged to the payment of all amounts that may be       
required to be paid under any guaranty under this subsection." To meet its      
obligations under the guarantees, Ginnie Mae may, under Section 306(d) of the   
Housing Act, borrow from the United States Treasury an amount that is at any    
time sufficient to enable Ginnie Mae, with no limitations as to amount, to      
perform its obligations under its guarantee.                                    

FANNIE MAE CERTIFICATES                                                         

General                                                                   

Fannie Mae certificates are either Guaranteed Mortgage Pass-Through       
Certificates, Stripped Mortgage Backed Securities or Guaranteed REMIC Pass-     
Through Certificates. Fannie Mae certificates represent factional undivided     
interests in a pool of mortgage loans formed by Fannie Mae. Unless otherwise    
specified in the prospectus supplement, each pool consists of mortgage loans    
secured by a first lien on a one-to four-family residential property. Mortgage  
loans comprising a pool are either provided by Fannie Mae from its own          
portfolio or purchased pursuant to the criteria set forth under the Fannie Mae  
purchase program.                                                               

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Fannie Mae guarantees to each holder of a Fannie Mae certificate that it  
will distribute amounts representing scheduled principal and interest (at the   
rate provided for by the Fannie Mae certificate) on the mortgage loans in the   
pool represented by the Fannie Mae certificate, whether or not received, and    
the holder's proportionate share of the full principal amount of any            
foreclosed or other finally liquidated mortgage loan, whether or not the        
principal amount is actually recovered. The obligations of Fannie Mae under     
its guarantees are obligations solely of Fannie Mae and are neither backed by   
nor entitled to the full faith and credit of the United States of America. If   
Fannie Mae were unable to satisfy those obligations, distributions on Fannie    
Mae certificates would consist solely of payments and other recoveries on the   
underlying mortgage loans and, accordingly, delinquencies and defaults would    
affect monthly distributions on the Fannie Mae certificates and could           
adversely affect the payments on the Securities of a series secured by the      
Fannie Mae certificates.                                                        

Unless otherwise specified in the prospectus supplement, Fannie Mae       
certificates evidencing interests in pools formed on or after May 1, 1985       
(other than Fannie Mae certificates backed by pools containing GPM Loans or     
mortgage loans secured by multifamily projects) will be available in book-      
entry form only. Distributions of principal of and interest on each Fannie Mae  
certificate will be made by Fannie Mae on the twenty-fifth day of each month    
to the persons in whose name the Fannie Mae certificates are entered in the     
books of the Federal Reserve Banks (or registered on the Fannie Mae             
certificate register in the case of fully registered Fannie Mae certificates)   
as of the close of business on the last day of the preceding month. With        
respect to Fannie Mae certificates issued in book-entry form, distributions     
will be made by wire; with respect to Fannie Mae certificates issued in fully   
registered form, distributions will be made by check.                           

The Underlying Mortgage Loans                                             

Unless otherwise specified in the prospectus supplement for a series of   
Securities, mortgage loans underlying Fannie Mae certificates in the trust      
fund for a series will consist of:                                              

o fixed-rate level payment mortgage loans that are not insured or         
guaranteed by any governmental agency ("Conventional Loans");         

o fixed-rate level payment FHA Loans or VA Loans;                         

o adjustable rate mortgage loans;                                         

o GEM Loans, Buy-Down Loans or GPM Loans; and                             

o mortgage loans secured by one-to-four family attached or detached       
residential housing, including Cooperative Dwellings ("Single Family  
Property") or by Multifamily Property.                                

Each mortgage loan must meet the applicable standards set forth under the 
Fannie Mae purchase program. The original maturities of substantially all of    
the fixed rate level payment Conventional Mortgage Loans are expected to be     
between either eight to 15 years or 20 to 40 years. The original maturities of  
substantially all of the fixed rate level payment FHA Loans or VA Loans are     
expected to be 30 years.                                                        

Fannie Mae Stripped Mortgage Backed Securities are issued by Fannie Mae in
series of two or more classes, with each class representing a specified         
undivided fractional interest in principal distributions and/or interest        
distributions (adjusted to the series pass-through rate) on the underlying      
pool of mortgage loans. The fractional interests of each class in principal     
and interest distributions are not identical, but the classes in the aggregate  
represent 100% of the principal distributions and interest distributions        
(adjusted to the series pass-through rate) on the respective pool. Because of   
the difference between the fractional interests in principal and interest of    
each class, the effective rate of interest on the principal of each class of    
Fannie Mae Stripped Mortgage Backed Securities may be significantly higher or   
lower than the series pass-through rate and/or the weighted average interest    
rate of the underlying mortgage loans. The Guaranteed REMIC Pass-Through        
Certificates are multiple-class pass-through certificates (representing         
beneficial interests in a pool consisting primarily of Fannie Mae or Ginnie     
Mae certificates) as to which Fannie Mae has elected REMIC status for federal   
income tax purposes.                                                            

The rate of interest payable on a Fannie Mae certificate (and the series  
pass-through rate payable with respect to a Fannie Mae Stripped Mortgage        
Backed Security) is equal to the lowest interest rate of any mortgage loan in   
the related pool, less a specified minimum annual percentage representing       
servicing compensation and Fannie Mae's guarantee fee.                          

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The trust fund for a series of Securities may include Fannie Mae          
certificates having characteristics and terms different from those described    
above, so long as the Fannie Mae certificates and underlying mortgage loans     
meet the criteria of each Rating Agency rating the series. The Fannie Mae       
certificates and underlying mortgage loans will be described in the prospectus  
supplement.                                                                     

Fannie Mae                                                                

Fannie Mae ("Fannie Mae") is a federally chartered and stockholder-owned  
corporation organized and existing under the Federal National Mortgage          
Association Charter Act, as amended (12 U.S.C. Section 1716 et seq.). Fannie    
Mae was originally established in 1938 as a United States government agency to  
provide supplemental liquidity to the mortgage market and was transformed into  
a stockholder-owned and privately managed corporation by legislation enacted    
in 1968.                                                                        

Fannie Mae provides funds to the mortgage market primarily by purchasing  
home mortgage loans from lenders, thereby replenishing their funds for          
additional lending. Fannie Mae acquires funds to purchase loans from any        
capital market investors that may not ordinarily invest in mortgage loans,      
thereby expanding the total amount of funds available for housing. Operating    
nationwide, Fannie Mae helps to redistribute mortgage funds from capital-       
surplus to capital-short areas. In addition, Fannie Mae issues mortgage backed  
securities, primarily in exchange for pools of mortgage loans from lenders.     
See "Additional Information" for the availability of further information with   
respect to Fannie Mae and Fannie Mae certificates.                              

FREDDIE MAC CERTIFICATES                                                        

General                                                                   

The Freddie Mac certificates represent an undivided interest in a group of
mortgages or participations in mortgages (a "PC Pool") purchased by Freddie     
Mac. Freddie Mac certificates are sold under the terms of a Mortgage            
Participation Certificate Agreement and may be issued under either Freddie      
Mac's "Cash Program" or "Guarantor Program" or may be Multiclass Mortgage       
Participation Certificates (Guaranteed) representing multiple classes of        
certificates of beneficial interest in a pool consisting primarily of Freddie   
Mac certificates.                                                               

The Freddie Mac certificates will be guaranteed by Freddie Mac as to the  
timely payment of interest at the applicable Freddie Mac certificate rate on    
the holder's pro rata share of the unpaid principal balance outstanding on the  
underlying mortgage loans, whether or not received. Freddie Mac also            
guarantees payment of principal on the underlying mortgage loans, without any   
offset or deduction, to the extent of the registered holder's pro rata share    
thereof, but does not, except with respect to "Scheduled Principal" Freddie     
Mac certificates issued under the Guarantor Program, guarantee the timely       
payment of scheduled principal. Under Freddie Mac's Gold PC Program, Freddie    
Mac guarantees the timely payment of principal based on the difference between  
the pool factor published in the month preceding the month of distribution and  
the pool factor published in the month of distribution.                         

Pursuant to its guarantee, Freddie Mac indemnifies holders of Freddie Mac 
certificates against any diminution in principal by reason of charges for       
property repairs, maintenance and foreclosure. Freddie Mac may remit the        
amount due on account of its guarantee of collection of principal at any time   
after default on an underlying mortgage loan, but not later than:               

o 30 days following foreclosure sale;                                     

o 30 days following payment of the claim by any mortgage insurer; or      

o 30 days following the expiration of any right of redemption.            

 In any event, Freddie Mac must remit the guarantee amount no later than one
year after demand has been made upon the mortgagor for accelerated payment of   
principal. In taking actions regarding the collection of principal after        
default on the mortgage loans underlying Freddie Mac certificates, including    
the timing of demand for acceleration, Freddie Mac reserves the right to        
exercise its judgment with respect to the mortgage loans in the same manner as  
for mortgages that Freddie Mac has purchased but not sold. The length of time   
necessary for Freddie Mac to determine that a mortgage loan should be           
accelerated varies with the particular circumstances of each mortgagor, and     
Freddie Mac has not adopted servicing standards that require that the demand    
be made within any specified period.                                            

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Holders of Freddie Mac certificates are entitled to receive their pro rata
share of all principal payments on the underlying mortgage loans received by    
Freddie Mac, including any scheduled principal payments, full and partial       
prepayments of principal and principal received by Freddie Mac by virtue of     
condemnation, insurance, liquidation or foreclosure, including repayments of    
principal resulting from acquisition by Freddie Mac of the real property        
securing the mortgage. Freddie Mac is required to remit to each holder its pro  
rata share of principal payments on the underlying mortgage loans, interest at  
an applicable Freddie Mac certificate rate and any other sums, such as          
prepayment fees, within 60 days of the date on which Freddie Mac is deemed to   
receive the payments.                                                           

Under Freddie Mac's Cash Program, there is no limitation on the amount by 
which interest rates on the mortgage loans underlying a Freddie Mac             
certificate may exceed the pass-through rate on the Freddie Mac certificate.    
Under this program, Freddie Mac purchases groups of whole mortgage loans from   
sellers at specified percentages of their unpaid principal balances, adjusted   
for accrued or prepaid interest, which when applied to the interest rate of     
the mortgage loans and participations purchased results in the yield            
(expressed as a percentage) required by Freddie Mac. The required yield, which  
includes a minimum servicing fee retained by the servicer, is calculated using  
the outstanding principal balance. The range of interest rates on the mortgage  
loans and participations in a Freddie Mac certificate group under the Cash      
Program will vary since mortgage loans and participations are purchased and     
assigned to a Freddie Mac certificate group based upon their yield to Freddie   
Mac rather than on the interest rate on the underlying mortgage loans. Under    
Freddie Mac's Guarantor Program, the pass-through rate on a Freddie Mac         
certificate is established based upon the lowest interest rate on the           
underlying mortgage loans, minus a minimum servicing fee and the amount of      
Freddie Mac's management and guarantee income as agreed upon between the        
seller and Freddie Mac.                                                         

 Freddie Mac certificates are not guaranteed by, and do not constitute debts
or obligations of, either the United States of America or any Federal Home      
Loan Bank. If Freddie Mac were unable to satisfy those obligations,             
distributions on Freddie Mac certificates would consist solely of payments and  
other recoveries on the underlying mortgage loans, and, accordingly,            
delinquencies and defaults would affect monthly distributions on the Freddie    
Mac certificates and could adversely affect distributions on the Securities of  
the related series.                                                             

Requests for registration of ownership of Freddie Mac certificates made on
or before the last business day of a month are made effective as of the first   
day of that month. With respect to Freddie Mac certificates sold by Freddie     
Mac on or after January 2, 1985, the Federal Reserve Bank of New York           
maintains book-entry accounts with respect thereto and makes payments of        
interest and principal each month to holders in accordance with the holders'    
instructions. The first payment to a holder of a Freddie Mac certificate will   
normally be received by the holder by the 15th day of the second month          
following the month in which the holder became a holder of the Freddie Mac      
certificate. Thereafter, payments will normally be received by the 15th day of  
each month.                                                                     

The Underlying Mortgage Loans                                             

Unless otherwise specified in the prospectus supplement, each PC Pool     
underlying the Freddie Mac certificates in the trust fund for a series will     
consist of first lien, fixed-rate, fully amortizing, conventional residential   
mortgages or participation interests therein. Unless otherwise specified in     
the prospectus supplement, all of the mortgage loans evidenced by a Freddie     
Mac certificate are conventional mortgages and therefore do not have the        
benefit of any guarantee or insurance by, and are not obligations of, the       
United States of America. All mortgages purchased by Freddie Mac must meet      
certain standards set forth in the Freddie Mac Act (as defined below).          

The trust fund for a series may include Freddie Mac certificates having   
other characteristics and terms different from those described above, so long   
as the Freddie Mac certificates and the underlying mortgage loans meet the      
criteria of each Rating Agency rating the Securities of the series. The         
Freddie Mac certificates and underlying mortgage loans will be described in     
the prospectus supplement.                                                      

Freddie Mac                                                               

The Federal Home Loan Mortgage Corporation ("Freddie Mac") is a corporate 
instrumentality of the United States of America created pursuant to an Act of   
Congress (Title III of the Emergency Home Finance Act of 1970, as amended, 12   
U.S.C. ss.1451-1459) on July 24, 1970 (the "Freddie Mac Act"). Freddie Mac was  
established primarily for the purpose of increasing the availability of         
mortgage credit for the financing of needed housing. It provides an enhanced    
degree of liquidity for residential mortgage investments primarily by           
assisting in the development of secondary markets for conventional mortgages.   
The principal activity of Freddie Mac consists of the purchase of first lien,   
conventional,                                                                   

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residential mortgage loans and participation interests in mortgage loans from   
mortgage lending institutions and the resale of the whole loans and             
participations so purchased in the form of guaranteed mortgage securities,      
primarily Freddie Mac certificates. All mortgage loans purchased by Freddie     
Mac must meet certain standards set forth in the Freddie Mac Act. Freddie Mac   
is confined to purchasing, so far as practicable, mortgage loans that it deems  
to be of such quality, type and class as to meet generally the purchase         
standards imposed by private institutional mortgage investors. See "Additional  
Information" for the availability of further information with respect to        
Freddie Mac and Freddie Mac certificates.                                       

PRIVATE MORTGAGE-BACKED SECURITIES                                              

General                                                                   

The trust fund for a series may consist of Private Mortgage-Backed        
Securities, which include:                                                      

 o mortgage pass-through certificates, evidencing an undivided interest in a
pool of Loans or Agency Certificates; or                              

o collateralized mortgage obligations secured by Loans or Agency          
Certificates.                                                         

Private Mortgage-Backed Securities are issued pursuant to a pooling and   
servicing agreement, a trust agreement, an indenture or similar agreement (a    
"PMBS Agreement"). The seller/servicer of the underlying Loans, or the issuer   
of the collateralized mortgage obligations, as the case may be, enters into     
the PMBS Agreement with the trustee under the PMBS Agreement (the "PMBS         
Trustee"). The PMBS Trustee or its agent, or a custodian, possesses the Loans   
underlying the Private Mortgage-Backed Security. Loans underlying a Private     
Mortgage-Backed Security are serviced by a servicer (the "PMBS Servicer")       
directly or by one or more sub-servicers who may be subject to the supervision  
of the PMBS Servicer. The PMBS Servicer will generally be a Fannie Mae or       
Freddie Mac approved servicer and, if FHA Loans underlie the Private Mortgage-  
Backed Securities, will be approved by the United States Department of Housing  
and Urban Development ("HUD") as an FHA mortgagee.                              

The issuer of the Private Mortgage-Backed Securities (the "PMBS Issuer")  
will be a financial institution or other entity engaged generally in the        
business of mortgage lending; a public agency or instrumentality of a state,    
local or federal government; a limited purpose corporation or other entity      
organized for the purpose of, among other things, establishing trusts and       
acquiring and selling housing loans to the trusts, and selling beneficial       
interests in the trusts; or one of the trusts. If specified in the prospectus   
supplement, the PMBS Issuer may be an affiliate of the depositor. The           
obligations of the PMBS Issuer will generally be limited to certain             
representations and warranties with respect to the assets conveyed by it to     
the related trust. Unless otherwise specified in the prospectus supplement,     
the PMBS Issuer will not have guaranteed any of the assets conveyed to the      
related trust or any of the Private Mortgage-Backed Securities issued under     
the PMBS Agreement. Additionally, although the Loans underlying the Private     
Mortgage-Backed Securities may be guaranteed by an agency or instrumentality    
of the United States, the Private Mortgage-Backed Securities themselves will    
not be so guaranteed.                                                           

Distributions of principal and interest will be made on the Private       
Mortgage-Backed Securities on the dates specified in the prospectus             
supplement. The Private Mortgage-Backed Securities may be entitled to receive   
nominal or no principal distributions or nominal or no interest distributions.  
Principal and interest distributions will be made on the Private Mortgage-      
Backed Securities by the PMBS Trustee or the PMBS Servicer. The PMBS Issuer or  
the PMBS Servicer may have the right to repurchase assets underlying the        
Private Mortgage-Backed Securities after a certain date or under other          
circumstances specified in the prospectus supplement.                           

Underlying Loans                                                          

The Loans underlying the Private Mortgage-Backed Securities may consist of
fixed rate, level payment, fully amortizing Loans or GEM Loans, GPM Loans,      
Buy-Down Loans, Bi-Weekly Loans, ARMs, or Loans having balloon or other         
irregular payment features. Loans may be secured by Single Family Property,     
Multifamily Property, Manufactured Homes, or, in the case of Cooperative        
Loans, by an assignment of the proprietary lease or occupancy agreement         
relating to a Cooperative Dwelling and the shares issued by the related         
cooperative. Except as otherwise specified in the prospectus supplement:        

o no Loan will have had a Loan-to-Value Ratio at origination in excess of 
95%;                                                                  

 o each Mortgage Loan secured by a Single Family Property and having a Loan-
to-Value Ratio in excess of 80% at origination will be covered by a   
primary mortgage insurance policy;                                    

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o each Loan will have had an original term to stated maturity of not less 
than 10 years and not more than 40 years;                             

o no Loan that was more than 89 days delinquent as to the payment of      
   principal or interest will have been eligible for inclusion in the assets
under the related PMBS Agreement;                                     

o each Loan (other than a Cooperative Loan) will be required to be covered
by a standard hazard insurance policy (which may be a blanket policy);
and                                                                   

o each Loan (other than a Cooperative Loan or a Loan secured by a         
Manufactured Home) will be covered by a title insurance policy.       

Credit Support Relating to Private Mortgage-Backed Securities             

 Credit support in the form of Reserve Funds, subordination of other private
mortgage certificates issued under the PMBS Agreement, letters of credit,       
mortgage insurance, hazard insurance and other insurance policies ("Insurance   
Policies") required to be maintained with respect to Securities, Loans, or      
Private Mortgage-Backed Securities or other types of credit support may be      
provided with respect to the Loans underlying the Private Mortgage-Backed       
Securities or with respect to the Private Mortgage-Backed Securities            
themselves. The type, characteristics and amount of credit support will depend  
on certain characteristics of the Loans and other factors and will have been    
established for the Private Mortgage-Backed Securities on the basis of          
requirements of the Rating Agency.                                              

Additional Information                                                    

The prospectus supplement for a series of Securities for which the trust  
fund includes Private Mortgage-Backed Securities will specify, to the extent    
material:                                                                       

o the aggregate approximate principal amount and type of the Agency       
   Certificates and Private Mortgage-Backed Securities to be included in the
trust fund;                                                           

 o certain characteristics of the Agency Certificates or Loans that comprise
the underlying assets for the Private Mortgage-Backed Securities      
including, (1) the payment features of Loans (i.e., whether they are  
fixed rate or adjustable rate and whether they provide for fixed level
payments or other payment features), (2) the approximate aggregate    
   principal balance, if known, of underlying Loans insured or guaranteed by
 a governmental entity, (3) the servicing fee or range of servicing fees
with respect to the Loans, and (4) the minimum and maximum stated     
maturities of the underlying Loans at origination;                    

o the interest rate or range of interest rates of the Private Mortgage-   
Backed Securities;                                                    

o the weighted average interest rate of the Private Mortgage-Backed       
Securities;                                                           

o the PMBS Issuer, the PMBS Servicer and the PMBS Trustee for the Private 
Mortgage-Backed Securities;                                           

 o certain characteristics of credit support, if any, such as Reserve Funds,
   Insurance Policies, letters of credit or guarantees relating to the Loans
underlying the Private Mortgage-Backed Securities or to the Private   
Mortgage-Backed Securities themselves;                                

o the terms on which the underlying Loans for the Private Mortgage-Backed 
Securities may, or are required to, be purchased prior to their stated
maturity or the stated maturity of the Private Mortgage-Backed        
Securities; and                                                       

o the terms on which Loans may be substituted for those originally        
underlying the Private Mortgage-Backed Securities.                    

If information of the type described above regarding the Private Mortgage-
Backed Securities or Agency Certificates is not known to the depositor at the   
time the Securities are initially offered, approximate or more general          
information of the nature described above will be provided in the prospectus    
supplement and any additional information will be set forth in a Current        
Report on Form 8-K to be available to investors on the date of issuance of the  
related series and to be filed with the Commission within 15 days after the     
initial issuance of the Securities.                                             

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THE MORTGAGE LOANS                                                              

General                                                                   

The Primary Assets in a trust fund for a series of Securities may include 
mortgage loans, including closed-end and/or revolving home equity loans or      
specified balances thereof, or participation interests in mortgage loans        
secured by properties of the types described in this prospectus (together,      
"Mortgage Loans"). Generally, the originators of the Mortgage Loans are         
savings and loan associations, savings banks, commercial banks, credit unions,  
insurance companies, or similar institutions supervised and examined by a       
Federal or State authority or by mortgagees approved by the Secretary of        
Housing and Urban Development pursuant to sections 203 and 211 of the National  
Housing Act. An affiliate of the depositor may have originated some of the      
Mortgage Loans.                                                                 

The Mortgage Loans in a trust fund may include Conventional Loans, housing
loans insured by the FHA ("FHA Loans") or VA Loans, with the following          
interest rate and payment characteristics:                                      

o fixed interest rate or adjustable interest rate Mortgage Loans;         

o "GPM Loans," which provide for fixed level payments or graduated        
payments, with an amortization schedule (1) requiring the mortgagor's 
monthly installments of principal and interest to increase at a       
predetermined rate annually for a predetermined period after which the
   monthly installments become fixed for the remainder of the mortgage term,
(2) providing for deferred payment of a portion of the interest due   
monthly during that period of time; or (3) providing for recoupment of
the interest deferred through negative amortization, whereby the      
   difference between the scheduled payment of interest on the mortgage note
and the amount of interest actually accrued is added monthly to the   
outstanding principal balance of the mortgage note;                   

o "GEM Loans," which are fixed rate, fully amortizing mortgage loans      
providing for monthly payments based on a 10- to 30-year amortization 
  schedule, with further provisions for scheduled annual payment increases
for a number of years with the full amount of those increases being   
applied to principal, and with further provision for level payments   
thereafter;                                                           

o Buy-Down Loans;                                                         

o "Bi-Weekly Loans," which are fixed-rate, conventional, fully-amortizing 
Mortgage Loans secured by first mortgages on one- to four-family      
residential properties that provide for payments of principal and     
interest by the borrower once every two weeks;                        

o "Reverse Mortgage Loans," which generally provide either for an initial 
  advance to the borrower at origination followed by, in most cases, fixed
monthly advances for the life of the loan, or for periodic credit line
draws by the borrower at the borrower's discretion, and which provide 
  that no interest or principal is payable by the borrower until maturity,
   which generally does not occur until the borrower dies, sells the home or
 moves out; interest continues to accrue and is added to the outstanding
amount of the loan;                                                   

o any combination of the foregoing; or                                    

o Mortgage Loans with other payment characteristics as described in this  
prospectus and the prospectus supplement.                             

The Mortgage Loans may also include:                                      

 o "Cooperative Loans," which are evidenced by promissory notes secured by a
lien on the shares issued by private, non-profit, cooperative housing 
corporations ("Cooperatives") and on the related proprietary leases or
occupancy agreements granting exclusive rights to occupy individual   
housing units in a building owned by a Cooperative ("Cooperative      
Dwellings");                                                          

o "Condominium Loans," which are secured by a mortgage on an individual   
housing unit (a "Condominium Unit") in which the owner of the real    
 property (the "Condominium") is entitled to the exclusive ownership and
possession of his or her individual Condominium Unit and also owns a  
   proportionate undivided interest in all parts of the Condominium Building
(other than the individual Condominium Units) and all areas or        
   facilities, if any, for the common use of the Condominium Units, together
  with the Condominium Unit's appurtenant interest in the common elements;

o Mixed Use or Multifamily Mortgage Loans; or                             

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o "Home Equity Loans," which are closed-end and/or revolving home equity  
   loans or balances thereof secured by mortgages primarily on single family
properties that may be subordinated to other mortgages on the same    
Mortgaged Property.                                                   

 Generally, the Mortgage Loans are secured by mortgages or deeds of trust or
other similar security instruments creating a first lien or (if so specified    
in the prospectus supplement) a junior lien on Mortgaged Property. In some      
cases, the Mortgage Loans may be secured by security instruments creating a     
lien on borrowers' leasehold interests in real property, if the depositor       
determines the Mortgage Loans are commonly acceptable to institutional          
mortgage investors. A Mortgage Loan secured by a leasehold interest in real     
property is secured not by a fee simple interest in the Mortgaged Property but  
rather by a leasehold interest under which the mortgagor has the right, for a   
specified term, to use the related real estate and the residential dwelling or  
dwellings located on the real estate. Generally, a Mortgage Loan will be        
secured by a leasehold interest only if the use of leasehold estates as         
security for mortgage loans is customary in the area, the lease is not subject  
to any prior lien that could result in termination of the lease, and the term   
of the lease ends at least five years beyond the maturity date of the Mortgage  
Loan.                                                                           

  The Mortgaged Properties may include Single Family Properties (i.e., one- to
four-family residential housing, including Condominium Units and Cooperative    
Dwellings), Multifamily Properties (i.e., multifamily residential rental        
properties or cooperatively-owned properties consisting of five or more         
dwelling units) or mixed use properties. The Single Family Properties and       
Multifamily Properties may consist of detached individual dwellings,            
townhouses, duplexes, triplexes, quadriplexes, row houses, individual units in  
planned unit developments and other attached dwelling units.                    

Each Mortgaged Property will be located on land owned in fee simple by the
borrower or on land leased by the borrower for a term at least five years       
greater than the term of the related Mortgage Loan unless otherwise specified   
in the prospectus supplement. Attached dwellings may include owner-occupied     
structures where each borrower owns the land upon which the unit is built,      
with the remaining adjacent land owned in common or dwelling units subject to   
a proprietary lease or occupancy agreement in a cooperatively owned apartment   
building. The proprietary lease or occupancy agreement securing a Cooperative   
Loan is generally subordinate to any blanket mortgage on the related            
cooperative apartment building and/or on the underlying land. Additionally, in  
the case of a Cooperative Loan, the proprietary lease or occupancy agreement    
is subject to termination and the cooperative shares are subject to             
cancellation by the cooperative if the tenant-stockholder fails to pay          
maintenance or other obligations or charges owed to the Cooperative by the      
tenant-stockholder. See "Legal Aspects of Loans."                               

The prospectus supplement will disclose the aggregate principal balance of
Mortgage Loans secured by Mortgaged Properties that are owner-occupied. Unless  
otherwise specified in the prospectus supplement, the sole basis for a          
representation that a given percentage of the Mortgage Loans are secured by     
Single-Family Property that is owner-occupied will be either (1) a              
representation by the mortgagor at origination of the Mortgage Loan that        
either the borrower will use the underlying Mortgaged Property for a period of  
at least six months every year or that the borrower intends to use the          
Mortgaged Property as a primary residence, or (2) a finding that the address    
of the Mortgaged Property is the borrower's mailing address, as reflected in    
the servicer's records. To the extent specified in the prospectus supplement,   
the Mortgaged Properties may include non-owner occupied investment properties   
and vacation and second homes. Mortgage Loans secured by investment properties  
and Multifamily Property may also be secured by an assignment of leases and     
rents and operating or other cash flow guarantees relating to the Loans.        

The characteristics of the Mortgage Loans comprising or underlying the    
Primary Assets for a series may vary if credit support is provided in levels    
satisfactory to the Rating Agencies that rate a series of Securities.           
Generally, unless otherwise specified in the prospectus supplement, the         
following selection criteria apply to Mortgage Loans included in the Primary    
Assets:                                                                         

o no first lien Mortgage Loan secured by Single Family Property or        
Multifamily Property may have a Loan-to-Value Ratio at origination in 
  excess of 95%, and no second lien Mortgage Loan may have a Loan-to-Value
Ratio at origination in excess of 125%;                               

o no first lien Mortgage Loan that is a Conventional Loan secured by a    
 Single Family Property may have a Loan-to-Value Ratio in excess of 80%,
unless covered by a primary mortgage insurance policy as described in 
this prospectus;                                                      

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o each first lien Mortgage Loan must have an original term to maturity of 
 not less than 10 years and not more than 40 years, and each second lien
Mortgage Loan must have an original term to maturity of not less than 
five years and not more than 30 years;                                

o no Mortgage Loan may be included that, as of the Cut-off Date, is more  
than 59 days delinquent as to payment of principal or interest; and   

 o no Mortgage Loan (other than a Cooperative Loan) may be included unless a
title insurance policy or, in lieu thereof, an attorney's opinion of  
title, and a standard hazard insurance policy (which may be a blanket 
  policy) is in effect with respect to the Mortgaged Property securing the
Mortgage Loan.                                                        

 The initial "Loan-to-Value Ratio" of any Mortgage Loan represents the ratio
of the principal amount of the Mortgage Loan outstanding at the origination of  
the loan divided by the fair market value of the Mortgaged Property, as shown   
in the appraisal prepared in connection with origination of the Mortgage Loan   
(the "Appraised Value"). In the case of a Mortgage Loan to finance the          
purchase of a Mortgaged Property, the fair market value of the Mortgaged        
Property is the lesser of the purchase price paid by the borrower or the        
Appraised Value of the Mortgaged Property.                                      

Unless otherwise specified in the prospectus supplement, "Buy-Down Loans,"
which are level payment Mortgage Loans for which funds have been provided by a  
person other than the mortgagor to reduce the mortgagor's Scheduled Payment     
during the early years of the Mortgage Loan, are also generally subject to the  
following requirements:                                                         

o during the period (the "Buy-Down Period") when the borrower is not      
obligated, on account of the buy-down plan, to pay the full Scheduled 
Payment otherwise due on the loan, the Buy-Down Loans must provide for
Scheduled Payments based on a hypothetical reduced interest rate (the 
"Buy-Down Mortgage Rate") that is not more than 3% below the mortgage 
rate at origination and for annual increases in the Buy-Down Mortgage 
Rate during the Buy-Down Period that will not exceed 1%;              

o the Buy-Down Period may not exceed three years;                         

o the maximum amount of funds that may be contributed for a Mortgaged     
 Property having a Loan-to-Value Ratio (1) of 90% or less at origination
 is limited to 10% of the Appraised Value of the Mortgaged Property, and
   (2) of over 90% at origination is limited to 6% of the Appraised Value of
the Mortgaged Property;                                               

o the maximum amount of funds (the "Buy-Down Amounts") that may be        
 contributed by the servicer of the related Mortgaged Loan is limited to
6% of the Appraised Value of the Mortgaged Property. (This limitation 
  does not apply to contributions from immediate relatives or the employer
of the mortgagor); and                                                

o the borrower under each Buy-Down Loan must be qualified at a mortgage   
 rate that is not more than 3% per annum below the current mortgage rate
   at origination. (Accordingly, the repayment of a Buy-Down Loan depends on
 the borrower's ability to make larger Scheduled Payments after the Buy-
Down Amounts are depleted).                                           

 Multifamily Properties are generally subject to the following requirements,
unless otherwise specified in the prospectus supplement:                        

o no Mortgage Loan may be delinquent for more than 59 days within the 12- 
month period ending with the Cut-off Date;                            

o no more than two payments may be 59 days or more delinquent during a    
three-year period ending on the Cut-off Date;                         

o Mortgage Loans with respect to any single borrower may not exceed 5% of 
the aggregate principal balance of the Loans comprising the Primary   
Assets as of the Cut-off Date; and                                    

o the debt service coverage ratio for each Mortgage Loan (calculated as   
described in the prospectus supplement) will not be less than 1.1:1.  

As specified in the prospectus supplement, "ARMs" or "Adjustable Rate     
Mortgages," which provide for periodic adjustments in the interest rate         
component of the Scheduled Payment in accordance with an Index, will provide    
for a fixed initial Mortgage Rate for one or more Scheduled Payments.           
Thereafter, the Mortgage Rates will adjust periodically based, subject to the   
applicable limitations, on changes in the relevant Index described in the       
prospectus supplement, to a rate equal to the Index plus the Gross Margin,      
which is a fixed percentage spread over the Index established contractually     

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for each ARM at the time of its origination. An ARM may be convertible into a   
fixed-rate Mortgage Loan. To the extent specified in the prospectus             
supplement, any ARM that is converted may be subject to repurchase by the       
servicer.                                                                       

Adjustable mortgage rates can cause payment increases that some borrowers 
may find difficult to make. However, each of the ARMs may provide that its      
mortgage rate may not be adjusted to a rate above the applicable lifetime       
mortgage rate cap (the "Lifetime Mortgage Rate Cap"), if any, or below the      
applicable lifetime minimum mortgage rate (the "Minimum Mortgage Rate"), if     
any, for the ARM. In addition, certain of the ARMs provide for limitations on   
the maximum amount by which their mortgage rates may adjust for any single      
adjustment period (the "Maximum Mortgage Rate Adjustment"). Some ARMs are       
payable in self-amortizing payments of principal and interest. Other ARMs       
("Negatively Amortizing ARMs") instead provide for limitations on changes in    
the Scheduled Payment to protect borrowers from payment increases due to        
rising interest rates.                                                          

 These limitations can result in Scheduled Payments that are greater or less
than the amount necessary to amortize a Negatively Amortizing ARM by its        
original maturity at the mortgage rate in effect during any particular          
adjustment period. In the event that the Scheduled Payment is not sufficient    
to pay the interest accruing on a Negatively-Amortizing ARM, then the Deferred  
Interest is added to the principal balance of the ARM, resulting in negative    
amortization, and will be repaid through future Scheduled Payments. If          
specified in the prospectus supplement, Negatively-Amortizing ARMs may provide  
for the extension of their original stated maturity to accommodate changes in   
their mortgage rate. The prospectus supplement will specify whether the ARMs    
comprising or underlying the Primary Assets are Negatively Amortizing ARMs.     

 The index (the "Index") applicable to any ARM comprising the Primary Assets
will be the one-month LIBOR Index, the three-year Treasury Index, the one-year  
Treasury Index, the Six Month Treasury Index, the Eleventh District Costs of    
Funds Index or the National Monthly Median Cost of Funds Ratio to institutions  
insured by the Federal Savings and Loan Insurance Corporation ("FSLIC"), or     
any other index or indices as described in the prospectus supplement.           

  Certain of the Mortgage Loans may be Reverse Mortgage Loans, which are fixed
or variable rate Mortgage Loans that do not provide for monthly payments of     
principal and interest by the borrower. Instead, these Mortgage Loans will      
provide generally either for the accrual of interest on a monthly basis and     
the repayment of principal, interest and, in some cases, certain amounts        
calculated by reference to the value, or the appreciation in value of the       
related Mortgaged Property, or for payment in lieu of interest of an amount     
calculated by reference to the appreciation in value of the related Mortgaged   
Property, in each case upon the occurrence of specified maturity events.        
Maturity events generally include:                                              

o the death of the borrower, or the last living of two co-borrowers;      

o the borrower, or the last living of two co-borrowers, ceasing to use the
related Mortgaged Property as his or her principal residence; or      

o the sale of the related Mortgaged Property.                             

The maturity of this type of Mortgage Loan may be accelerated upon the    
occurrence of certain events, such as deterioration in the condition of the     
Mortgaged Property.                                                             

As more fully described in the related prospectus supplement, interest on 
each revolving credit line Home Equity Loan may be computed and payable         
monthly on the average daily outstanding principal balance of the Home Equity   
Loan. Principal amounts on the revolving credit line Home Equity Loans may be   
drawn down (up to a maximum amount as set forth in the related prospectus       
supplement) or repaid under each revolving credit line Home Equity Loan from    
time to time. If specified in the related prospectus supplement, new draws by   
borrowers under the revolving credit line Home Equity Loans will automatically  
become part of the trust fund for a series. As a result, the aggregate balance  
of the revolving credit line Home Equity Loans will fluctuate from day to day   
as new draws by borrowers are added to the trust fund and principal payments    
are applied to the balances on the revolving credit line Home Equity Loans.     
The amounts of draws and payments on the revolving credit line Home Equity      
Loans will usually differ each day. The full principal amount of a closed-end   
Home Equity Loan is advanced at origination of the Home Equity Loan and         
generally is repayable in equal, or substantially equal, installments of an     
amount sufficient to fully amortize the Home Equity Loan at its stated          
maturity. As more fully described in the related prospectus supplement,         
interest on each Home Equity Loan is calculated on the basis of the             
outstanding principal balance of the loan multiplied by its Home Equity Loan    
rate and further multiplied by a fraction described in the related prospectus   
supplement. The original terms to stated maturity of                            

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the Home Equity Loans generally will not exceed 360 months, but may be greater  
than 360 months if so specified in the related prospectus supplement. If        
described in the related prospectus supplement, under either a revolving        
credit line Home Equity Loan or a closed-end Home Equity Loan, a borrower may   
choose an interest-only payment option and is obligated to pay only the amount  
of interest that accrues on the loan during the billing cycle. An interest-     
only payment option may be available for a specified period before the          
borrower must begin paying at least the minimum monthly payment of a specified  
percentage of the average outstanding balance of the Home Equity Loan.          

The prospectus supplement for each series of Securities will provide      
information about the Mortgage Loans, as of the Cut-off Date, including:        

(1)  the aggregate outstanding principal balance of the Mortgage Loans;   

(2)  the weighted average Mortgage Rate of the Mortgage Loans, and, in the
case of ARMs, the weighted average of the current mortgage rates and the        
Lifetime Mortgage Rate Caps, if any;                                            

(3)  the average outstanding principal balance of the Mortgage Loans;     

 (4)  the weighted average term-to-stated maturity of the Mortgage Loans and
the range of remaining terms-to-stated maturity;                                

(5)  the range of Loan-to-Value Ratios for the Mortgage Loans;            

(6)  the relative percentage (by outstanding principal balance as of the  
Cut-off Date) of Mortgage Loans that are ARMs, Cooperative Loans, Conventional  
Loans, FHA Loans and VA Loans;                                                  

(7)  the percentage of Mortgage Loans (by outstanding principal balance as
of the Cut-off Date) that are not covered by primary mortgage insurance         
policies;                                                                       

(8)  any pool insurance policy, special hazard insurance policy or        
bankruptcy bond or other credit support relating to the Mortgage Loans;         

(9)  the geographic distribution of the Mortgaged Properties securing the 
Mortgage Loans; and                                                             

 (10)  the percentage of Mortgage Loans (by principal balance as of the Cut-
off Date) that are secured by Single Family Property, Multifamily Property,     
Cooperative Dwellings, investment property and vacation or second homes.        

 If information of the type described above respecting the Mortgage Loans is
not known to the depositor at the time the Securities are initially offered,    
approximate or more general information of the nature described above will be   
provided in the prospectus supplement and any additional information will be    
set forth in a Current Report on Form 8-K to be available to investors on the   
date of issuance of the related series and to be filed with the Commission      
within 15 days after the initial issuance of the Securities.                    

Balloon Loans                                                             

A borrower's ability to pay the balloon amount at maturity, which may be a
substantial amount, will typically depend on the borrower's ability to obtain   
refinancing of the related mortgage loan or to sell the mortgaged property      
prior to the maturity of the balloon loan. The ability to obtain refinancing    
will depend on a number of factors prevailing at the time refinancing or sale   
is required, including without limitation real estate values, the borrower's    
financial situation, the level of available mortgage loan interest rates, the   
borrower's equity in the related mortgaged property, tax laws, prevailing       
general economic conditions and the terms of any related first lien mortgage    
loan.                                                                           

Simple Interest Loans                                                     

If specified in the related prospectus supplement, a portion of the Loans 
underlying a series of securities may be simple interest loans. A simple        
interest loan provides the amortization of the amount financed under the loan   
over a series of equal monthly payments, except, in the case of a balloon       
mortgage loan, the final payment. Each monthly payment consists of an           
installment of interest which is calculated on the basis of the outstanding     
principal balance of the loan multiplied by the stated loan rate and further    
multiplied by a fraction, with the numerator equal to the number of days in     
the period elapsed since the preceding payment of interest was made and the     
denominator equal to the number of days in the annual period for which          
interest accrues on the loan. As payments are received under a simple interest  
loan, the amount received is applied first to interest accrued to the date of   
payment and then the remaining amount is applied                                

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to pay any unpaid fees and then to reduce the unpaid principal balance.         
Accordingly, if a borrower pays a fixed monthly installment on a simple         
interest loan before its scheduled due date, the portion of the payment         
allocable to interest for the period since the preceding payment was made will  
be less than it would have been had the payment been made as scheduled, and     
the portion of the payment applied to reduce the unpaid principal balance will  
be correspondingly greater. On the other hand, if a borrower pays a fixed       
monthly installment after its scheduled due date, the portion of the payment    
allocable to interest for the period since the preceding payment was made will  
be greater than it would have been had the payment been made as scheduled, and  
the remaining portion, if any, of the payment applied to reduce the unpaid      
principal balance will be correspondingly less. If each scheduled payment       
under a simple interest loan is made on or prior to its scheduled due date,     
the principal balance of the loan will amortize more quickly than scheduled.    
However, if the borrower consistently makes scheduled payments after the        
scheduled due date, the loan will amortize more slowly than scheduled. If a     
simple interest loan is prepaid, the borrower is required to pay interest only  
to the date of prepayment. The variable allocations among principal and         
interest of a simple interest loan may affect the distributions of principal    
and interest on the securities, as described in the accompanying prospectus     
supplement.                                                                     

Monthly payments on most Loans are computed and applied on an actuarial   
basis. Monthly payments on actuarial loans are applied first to interest,       
generally in an amount equal to one-twelfth of the applicable loan rate times   
the unpaid principal balance, with any remainder of the payment applied to      
principal.                                                                      

THE MANUFACTURED HOME LOANS                                                     

The Loans secured by Manufactured Homes ("Manufactured Home Loans")       
comprising or underlying the Primary Assets for a series of Securities will     
consist of manufactured housing conditional sales contracts and installment     
loan agreements originated by a manufactured housing dealer in the ordinary     
course of business and purchased by the depositor. Each Manufactured Home Loan  
will have been originated by a bank or savings institution that is a Fannie     
Mae- or Freddie Mac-approved seller/servicer or by any financial institution    
approved for insurance by the Secretary of Housing and Urban Development        
pursuant to Section 2 of the National Housing Act.                              

The Manufactured Home Loans may be Conventional Loans, FHA Loans or VA    
Loans. Each Manufactured Home Loan will be secured by a Manufactured Home.      
Unless otherwise specified in the prospectus supplement, the Manufactured Home  
Loans will be fully amortizing and will bear interest at a fixed interest       
rate.                                                                           

Each "Manufactured Home" securing the Manufactured Home Loan consists of a
manufactured home within the meaning of 42 United States Code, Section 5402(6), 
which defines a "manufactured home" as "a structure, transportable in one or    
more sections, which in the traveling mode, is eight body feet or more in       
width or 40 body feet or more in length, or, when erected on site, is 320 or    
more square feet, and which is built on a permanent chassis and designed to be  
used as a dwelling with or without a permanent foundation when connected to     
the required utilities, and includes the plumbing, heating, air-conditioning,   
and electrical systems contained therein; except that such term shall include   
any structure which meets all the requirements of [this] paragraph except the   
size requirements and with respect to which the manufacturer voluntarily files  
a certification required by the Secretary of Housing and Urban Development and  
complies with the standards established under [this] chapter."                  

Unless otherwise specified in the prospectus supplement for a series, the 
following restrictions apply with respect to Manufactured Home Loans            
comprising or underlying the Primary Assets for a series:                       

o no Manufactured Home Loan may have a Loan-to-Value Ratio at origination 
in excess of 95%;                                                     

 o each Manufactured Home Loan must have an original term to maturity of not
less than three years and not more than 30 years;                     

 o no Manufactured Home Loan may be as of the Cut-off Date more than 59 days
delinquent as to payment of principal or interest; and                

 o each Manufactured Home Loan must have, as of the Cut-off Date, a standard
hazard insurance policy (which may be a blanket policy) in effect with
respect thereto.                                                      

  The initial Loan-to-Value Ratio of any Manufactured Home Loan represents the
ratio of the principal amount of the Manufactured Home Loan outstanding at the  
origination of the loan divided by the fair market value of the Manufactured    
Home, as shown in the appraisal prepared in connection with origination of the  
Manufactured Home Loan (the "Appraised Value"). The fair market value of the    
Manufactured Home securing any Manufactured Home Loan is the                    

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lesser of the purchase price paid by the borrower or the Appraised Value of     
the Manufactured Home. With respect to underwriting of Manufactured Home        
Loans, see "Loan Underwriting Procedures and Standards." With respect to        
servicing of Manufactured Home Loans, see "Servicing of Loans."                 

The prospectus supplement for a series of Securities will provide         
information about the Manufactured Home Loans comprising the Primary Assets as  
of the Cut-off Date, including:                                                 

(1)  the aggregate outstanding principal balance of the Manufactured Home 
Loans comprising or underlying the Primary Assets;                              

(2)  the weighted average interest rate on the Manufactured Home Loans;   

(3)  the average outstanding principal balance of the Manufactured Home   
Loans;                                                                          

(4)  the weighted average scheduled term to maturity of the Manufactured  
Home Loans and the range of remaining scheduled terms to maturity;              

(5)  the range of Loan-to-Value Ratios of the Manufactured Home Loans;    

 (6)  the relative percentages (by principal balance as of the Cut-off Date)
of Manufactured Home Loans that were made on new Manufactured Homes and on      
used Manufactured Homes;                                                        

(7)  any pool insurance policy, special hazard insurance policy or        
bankruptcy bond or other credit support relating to the Manufactured Home       
Loans; and                                                                      

(8)  the distribution by state of Manufactured Homes securing the Loans.  

 If information of the type specified above respecting the Manufactured Home
Loans is not known to the depositor at the time the Securities are initially    
offered, approximate or more general information of the nature described above  
will be provided in the prospectus supplement and any additional information    
will be set forth in a Current Report on Form 8-K to be available to investors  
on the date of issuance of the related series and to be filed with the          
Commission within 15 days after the initial issuance of the Securities.         

The information described above regarding the Manufactured Home Loans in a
trust fund may be presented in the prospectus supplement in combination with    
similar information regarding the Mortgage Loans in the trust fund.             

MULTIFAMILY AND MIXED USE MORTGAGE LOANS                                        

The Mortgage Loans may include Mortgage Loans secured by first or junior  
mortgages, deeds of trust or similar security instruments on, or installment    
contracts for the sale of, fee simple or leasehold interests in multifamily     
residential property ("Multifamily Mortgage Loans" ), and/or mixed residential  
and commercial property ("Mixed Use Mortgage Loans" ), and related property     
and interests.                                                                  

Certain of the Multifamily and Mixed Use Mortgage Loans may be simple     
interest loans, and other Mortgage Loans may provide for payment of interest    
in advance rather than in arrears.                                              

 Multifamily and Mixed Use Mortgage Loans also may be secured by one or more
assignments of leases and rents, management agreements or operating agreements  
relating to the Mortgaged Property and in some cases by certain letters of      
credit, personal guarantees or both, and/or other collateral. Pursuant to an    
assignment of leases and rents, the related borrower assigns its right, title   
and interest as landlord under each related lease and the income derived        
therefrom to the related lender, while retaining a license to collect the       
rents for so long as there is no default. If the borrower defaults, the         
license terminates and the related lender is entitled to collect the rents      
from tenants to be applied to the monetary obligations of the borrower. State   
law may limit the enforcement of the assignment of leases and rents by a        
lender until the lender takes possession of the related mortgaged property and  
a receiver is appointed. See "Legal Aspects of Loans--Leases and Rents."        

Certain of the Multifamily and Mixed Use Mortgage Loans may require the   
borrower to make an initial escrow deposit and/or an ongoing monthly deposit    
to fund a reserve for any of a variety of purposes, including repairs to the    
Mortgaged Property or replacement of fixtures or equipment, tenant              
improvements, and payment in the event of certain lease contingencies. In some  
cases, the initial deposit amount may have been funded with a letter of credit  
in lieu of a cash deposit. These amounts may be held in a custodial account by  
the applicable servicer or an agent. The loan                                   

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documents will generally provide for release of the reserve amounts to the      
borrowers from time to time upon the satisfaction of certain conditions.        

Such amounts may not continue to be escrowed in the future. In some       
instances, the borrower may be released from its obligation to fund a monthly   
reserve upon specified conditions being met, such as a maximum escrow balance   
being attained, a certain date being reached, or a certain tenant signing or    
extending its lease. Likewise, there may be cases where, although there is      
currently no monthly escrow amount, one may be required to be funded in the     
future, upon certain trigger events. In the event of default by a borrower,     
amounts in a related reserve account may generally be applied to pay amounts    
owed on the mortgage loan.                                                      

Originators of Multifamily and Mixed Use Mortgage Loans may include, among
others, commercial banks, savings and loan associations, other financial        
institutions, insurance companies or real estate developers, which may apply    
varying underwriting criteria in connection with originating Mortgage Loans.    

Multifamily and mixed use real estate lending is generally viewed as      
exposing the lender to a greater risk of loss than one- to four-family          
residential lending. Multifamily and mixed use real estate lending typically    
involves larger loans to single borrowers or groups of related borrowers than   
residential one- to four-family mortgage loans. Furthermore, the repayment of   
loans secured by income producing properties is typically dependent upon the    
successful operation of the related real estate project. If the cash flow from  
the project is reduced, for example, if leases are not obtained or renewed,     
the borrower's ability to repay the loan may be impaired. Multifamily and       
mixed use real estate can be affected significantly by supply and demand in     
the market for the type of property securing the loan and, therefore, may be    
subject to adverse economic conditions. Market values may vary as a result of   
economic events or governmental regulations outside the control of the          
borrower or lender, such as rent control laws, that affect the future cash      
flow of the property. Corresponding to the greater lending risk is a generally  
higher interest rate applicable to multifamily and mixed use real estate        
lending.                                                                        

  A borrower (or the borrowers) under a Multifamily or Mixed Use Mortgage Loan
may be one or more individuals or may be a corporation or other registered      
organization. In some cases a borrower, such as a special purpose entity, will  
have no material assets other than the mortgaged property. In addition, in      
some cases the loans will have been made on a non-recourse basis--in the event  
of default by the borrower, the only source of repayment will be the proceeds   
of liquidation of the related property.                                         

There are various risks associated with different types of multifamily and
mixed use loans. For example, the performance of a multifamily loan and the     
value of the related mortgaged property may be affected by many factors,        
including:                                                                      

o local and regional economic conditions;                                 

o the physical condition of the property;                                 

o the types of services and amenities provided;                           

o the tenant population--i.e., predominantly students or elderly persons, 
or workers in a particular industry;                                  

o availability of alternative rental properties;                          

o changes in the surrounding neighborhood;                                

o management;                                                             

o the level of mortgage interest rates;                                   

o dependence upon government rent subsidies;                              

o any applicable rent control laws; and                                   

o state and local regulations.                                            

The value of a multifamily or mixed use property may also be affected by a
variety of other factors.                                                       

 Leasehold mortgages are subject to risks not associated with mortgage loans
secured by a lien on the fee estate of a borrower. If the borrower's leasehold  
were to be terminated upon a lease default, the leasehold mortgagee would lose  
its                                                                             

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security. However, such leases generally require the lessor to give the         
leasehold mortgagee notice of lessee defaults and an opportunity to cure them,  
and permit the leasehold estate to be assigned to and by the leasehold          
mortgagee.                                                                      

The risk that a mortgaged property may be, or become, contaminated with   
hazardous materials is greater with respect to mixed use loans than with        
respect to residential mortgage loans. Under the laws of certain states,        
contamination of a property may give rise to a lien on the property to assure   
the costs of cleanup. In several states, such a lien has priority over the      
lien of an existing mortgage against such property. In addition, under the      
laws of some states and under the federal Comprehensive Environmental           
Response, Compensation and Liability Act of 1980 ("CERCLA"), a lender may be    
liable, as an "owner" or "operator," for costs of addressing releases or        
threatened releases of hazardous substances that require remedy at a property,  
if agents or employees of the lender have become sufficiently involved in the   
operations of the borrower, regardless of whether or not the environmental      
damage or threat was caused by a prior owner. See "Legal Aspects of             
Loans--Environmental Considerations." A lender also risks such liability on     
foreclosure of the mortgage. Any such lien arising with respect to a mortgaged  
property would adversely affect the value of that mortgaged property and could  
make impracticable the foreclosure on that mortgaged property in the event of   
a default by the related borrower. In addition, certain environmental laws      
impose liability for releases of asbestos into the air. Third parties may seek  
recovery from owners or operators of real property for personal injury          
associated with exposure to asbestos, lead paint, radon or other hazardous      
substances. Property owners in some areas have been subject to liability        
claims associated with mold.                                                    

No single Multifamily or Mixed Use Mortgage Loan will have a principal    
balance equal as of the applicable cut-off date to ten percent of more of the   
total principal balance of the Mortgage Loans in the related trust.             

PRE-FUNDING ARRANGEMENTS                                                        

The depositor may be required to deposit cash or liquid securities into a 
pre-funding account on the issuance date. To the extent provided in the         
prospectus supplement for a series, the related Agreements may provide for a    
commitment by the depositor to subsequently convey to the trust fund            
additional Primary Assets or additional advances in respect of Mortgage Loans   
that comprise existing Primary Assets ("Subsequent Primary Assets") following   
the date on which the Securities are issued (a "Pre-Funding Arrangement"). The  
Pre-Funding Arrangement will require that any Subsequent Primary Assets         
included in the trust fund conform to the requirements and conditions provided  
in the related Agreements. If a Pre-Funding Arrangement is utilized, on the     
closing date for the issuance of the Securities, the trustee will be required   
to deposit in a segregated account (a "Pre-Funding Account") all or a portion   
of the proceeds received by the trustee in connection with the sale of one or   
more classes of Securities of the series. Subsequently, the trust fund will     
acquire Subsequent Primary Assets in exchange for the release of money from     
the Pre-Funding Account. Unless otherwise specified in the prospectus           
supplement, the Pre-Funding Arrangement will be limited to a specified period,  
generally not to exceed three months, during which time any transfers of        
Subsequent Primary Assets must occur.                                           

 If all of the funds originally deposited in the Pre-Funding Account are not
used by the end of any specified period, then any remaining amount will be      
applied as a mandatory prepayment of a class or classes of Securities, as       
specified in the prospectus supplement. Although we expect that substantially   
all of the funds in the Pre-Funding Account will be used to acquire Subsequent  
Primary Assets, so that there will be no material principal distributions from  
amounts remaining on deposit in the Pre-Funding Account, we cannot assure you   
that such a distribution will not occur on the Distribution Date following the  
end of the Pre-Funding Arrangement.                                             

Amounts on deposit in the Pre-Funding Account will be invested as provided
in the related Agreements in investments permitted by the Rating Agencies.      

COLLECTION ACCOUNT AND DISTRIBUTION ACCOUNT                                     

The trustee, or the master servicer, in the name of the trustee, will     
establish a separate Collection Account for each series, for deposit of all     
distributions received with respect to the Primary Assets for the series, any   
initial cash deposit, and reinvestment income. If specified in the prospectus   
supplement, any reinvestment income or other gain from investments of funds in  
the Collection Account will be credited to the Collection Account, and any      
loss resulting from the investments will be charged to the Collection Account.  
Reinvestment income may, however, be payable to the trustee, the master         
servicer or a servicer as additional compensation. See "Servicing of Loans"     
and "The Agreements--Investment of Funds." In this case, the reinvestment       
income would not be included in calculation of the Available Distribution       
Amount. See "Description of the Securities--Distributions on the Securities."   

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 Funds on deposit in the Collection Account will be available for remittance
to the trustee for deposit into the Distribution Account to the extent of the   
Available Distribution Amount and for certain other payments provided for in    
the Agreements. Unless otherwise specified in the prospectus supplement,        
amounts in the Collection Account constituting reinvestment income payable to   
the master servicer as additional servicing compensation or for the             
reimbursement of advances or expenses, amounts in respect of any excess         
servicing fee, Retained Interest, and amounts to be deposited into any reserve  
fund will not be included in determining amounts to be remitted to the trustee  
for deposit into the Distribution Account.                                      

A separate Distribution Account will be established by the trustee in the 
name of the trustee for the benefit of the securityholders into which all       
funds received from the master servicer (or servicer) and all required          
withdrawals from any reserve funds for the related series will be deposited,    
pending distribution to the securityholders. If specified in the prospectus     
supplement, any reinvestment income or other gain from investments of funds in  
the Distribution Account will be credited to the Distribution Account, and any  
loss resulting from the investments will be charged to the Distribution         
Account. Reinvestment income, may, however, be payable to the trustee or the    
master servicer as additional compensation. On each Distribution Date, all      
funds on deposit in the Distribution Account, subject to certain permitted      
withdrawals by the trustee as set forth in the Agreements, will be available    
for remittance to the securityholders. See also "The Agreements--Distribution   
Account."                                                                       

OTHER FUNDS OR ACCOUNTS                                                         

 A trust fund may include other funds and accounts or a security interest in
certain funds and accounts for the purpose of, among other things, paying       
certain administrative fees and expenses of the trust and accumulating funds    
pending their distribution. If specified in the prospectus supplement, certain  
funds may be established with the trustee with respect to Buy-Down Loans, GPM   
Loans, or other Loans having special payment features included in the trust     
fund in addition to or in lieu of any similar funds to be held by the           
servicer. See "Servicing of Loans--Collection Procedures; Escrow Accounts" and  
"--Deposits to and Withdrawals from the Collection Account." If Private         
Mortgage-Backed Securities are backed by GPM Loans, and the asset value with    
respect to a Multi-Class Series is determined on the basis of the scheduled     
maximum principal balance of the GPM Loans, a GPM Fund will be established      
that will be similar to that which would be established if GPM Loans            
constituted the Primary Assets. See "Servicing of Loans--Deposits to and        
Withdrawals from the Collection Account." Other similar accounts may be         
established as specified in the prospectus supplement.                          

LOAN UNDERWRITING PROCEDURES AND STANDARDS

UNDERWRITING STANDARDS                                                          

 The depositor expects that Loans comprising the Primary Assets for a series
of Securities will have been originated generally in accordance with            
underwriting procedures and standards similar to those described in this        
prospectus, except as otherwise described in the prospectus supplement.         

 Unless otherwise specified in the prospectus supplement, the originators of
the Mortgage Loans will have been savings and loan associations, savings        
banks, commercial banks, credit unions, insurance companies or similar          
institutions supervised and examined by a federal or state authority;           
mortgagees approved by the Secretary of Housing and Urban Development pursuant  
to Sections 203 and 211 of the National Housing Act, or wholly-owned            
subsidiaries thereof; or by subsidiaries of the depositor. Manufactured Home    
Loans may have been originated by these institutions (other than a subsidiary   
of the depositor) or by a financial institution approved for insurance by the   
Secretary of Housing and Urban Development pursuant to Section 2 of the         
National Housing Act. Except as otherwise set forth in the prospectus           
supplement, the originator of a Loan will have applied underwriting procedures  
intended to evaluate the borrower's credit standing and repayment ability and   
the value and adequacy of the related property as collateral. FHA Loans and VA  
Loans will have been originated in compliance with the underwriting policies    
of the FHA and the VA, respectively.                                            

  In general, each borrower will have been required to complete an application
designed to provide to the original lender pertinent credit information about   
the borrower. As part of the description of the borrower's financial            
condition, the borrower generally will have furnished information with respect  
to its assets, liabilities, income, credit history, employment history and      
personal information, and furnished an authorization to apply for a credit      
report that summarizes the borrower's credit history with local merchants and   
lenders and any record of bankruptcy. In general, an employment                 

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verification is obtained from an independent source (typically the borrower's   
employer), which reports the length of employment with that organization, the   
borrower's current salary and whether it is expected that the borrower will     
continue that employment in the future. If the borrower was self-employed, the  
borrower may have been required to submit copies of recent signed tax returns.  
The borrower may also have been required to authorize verifications of          
deposits at financial institutions where the borrower had demand or savings     
accounts. With respect to mixed use property and Multifamily Property,          
information concerning operating income and expenses will have been obtained    
from the borrower showing operating income and expenses during the preceding    
three calendar years. Certain considerations may cause an originator of Loans   
to depart from these guidelines. For example, when two individuals co-sign the  
loan documents, the incomes and expenses of both individuals may be included    
in the computation.                                                             

The adequacy of the property financed by the related Loan as security for 
repayment of the Loan will generally have been determined by appraisal in       
accordance with pre-established appraisal procedure guidelines for appraisals   
established by or acceptable to the originator. Appraisers may be staff         
appraisers employed by the Loan originator or independent appraisers selected   
in accordance with pre-established guidelines established by the Loan           
originator. The appraisal procedure guidelines will have required that the      
appraiser or an agent on its behalf personally inspect the property and verify  
that it was in good condition and that construction, if new, had been           
completed. If an appraisal was required, the appraisal will have been based     
upon a market data analysis of recent sales of comparable properties and, when  
deemed applicable, a replacement cost analysis based on the current cost of     
constructing or purchasing a similar property.                                  

In general, based on the data provided, certain verifications and the     
appraisal, a determination will have been made by the original lender that the  
borrower's monthly income would be sufficient to enable the borrower to meet    
its monthly obligations on the Loan and other expenses related to the property  
(such as property taxes, utility costs, standard hazard and primary mortgage    
insurance and, if applicable, maintenance fees and other levies assessed by a   
Cooperative or a condominium association) and certain other fixed obligations   
other than housing expenses. The originating lender's guidelines for Loans      
secured by Single Family Property generally will specify that Scheduled         
Payments plus taxes and insurance and all Scheduled Payments extending beyond   
one year (including those mentioned above and other fixed obligations, such as  
car payments) would equal no more than specified percentages of the             
prospective borrower's gross income. These guidelines will generally be         
applied only to the payments to be made during the first year of the Loan.      

 With respect to FHA Loans and VA Loans, traditional underwriting guidelines
used by the FHA and the VA, as the case may be, which were in effect at the     
time of origination of each Loan will generally have been applied. With         
respect to mixed use property and Multifamily Property, the Loan originator     
will have made an assessment of the capabilities of the management of the       
project, including a review of management's past performance record, its        
management reporting and control procedures (to determine its ability to        
recognize and respond to problems) and its accounting procedures to determine   
cash management ability. Income derived from the Mortgaged Property             
constituting investment property may have been considered for underwriting      
purposes, rather than the income of the borrower from other sources. With       
respect to Mortgaged Property consisting of vacation or second homes, no        
income derived from the property will have been considered for underwriting     
purposes.                                                                       

Certain types of Loans that may be included in the Primary Assets for a   
series of Securities may involve additional uncertainties not present in        
traditional types of loans. For example, Buy-Down Loans, GEM Loans and GPM      
Loans provide for escalating or variable payments by the borrower. These types  
of Loans are underwritten on the basis of a judgment that the borrower will     
have the ability to make larger Scheduled Payments in subsequent years. ARMs    
may involve similar assessments.                                                

To the extent specified in the prospectus supplement, the depositor may   
purchase Loans (or participation interests therein) for inclusion in a trust    
fund that are underwritten under standards and procedures that vary from and    
are less stringent than those described in this prospectus. For instance,       
Loans may be underwritten under a "limited documentation" or "no                
documentation" program. With respect to those Loans, minimal investigation      
into the borrowers' credit history and income profile is undertaken by the      
originator and the Loans may be underwritten primarily on the basis of an       
appraisal of the Mortgaged Property and Loan-to-Value Ratio on origination.     

In addition, Mortgage Loans may have been originated in connection with a 
governmental program under which underwriting standards were significantly      
less stringent and designed to promote home ownership or the availability of    
affordable residential rental property notwithstanding higher risks of default  
and losses. The prospectus supplement will specify the underwriting standards   
applicable to the Mortgage Loans.                                               

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Certain states where the Mortgaged Properties may be located have         
"antideficiency" laws requiring, in general, that lenders providing credit on   
Single Family Property look solely to the property for repayment in the event   
of foreclosure. See "Legal Aspects of Loans."                                   

LOSS EXPERIENCE                                                                 

The general appreciation of real estate values experienced in the past has
been a factor in limiting the general loss experience on Conventional Loans.    
However, we cannot assure you that the past pattern of appreciation in value    
of the real property securing the Loans will continue; in fact, some regions    
of the country have experienced significant depreciation in real estate values  
in recent periods. Also, there is no assurance that appreciation of real        
estate values generally, if appreciation occurs, will limit loss experiences    
on non-traditional housing such as Multifamily Property, Manufactured Homes or  
Cooperative Dwellings. Similarly, no assurance can be given that the value of   
the Mortgaged Property (including Cooperative Dwellings) securing a Loan has    
remained or will remain at the level existing on the date of origination of     
the Loan. If the residential real estate market in one or more regions of the   
United States should experience decline in property values so that the          
outstanding balances of the Loans and any secondary financing on the Mortgaged  
Properties securing the Loans become equal to or greater than the value of the  
related Mortgaged Properties, then the actual rates of delinquencies,           
foreclosures and losses could be higher than those now generally experienced    
in the mortgage lending industry. See "Legal Aspects of Loans."                 

No assurance can be given that values of Manufactured Homes have or will  
remain at the levels existing on the dates of origination of the related Loan.  
Manufactured Homes are less likely to experience appreciation in value and      
more likely to experience depreciation in value over time than other types of   
Mortgaged Property. Additionally, delinquency, loss and foreclosure experience  
on Manufactured Home Loans may be adversely affected to a greater degree by     
regional and local economic conditions than more traditional Mortgaged          
Property. Loans secured by Multifamily Property may also be more susceptible    
to losses due to changes in local and regional economic conditions than Loans   
secured by other Single Family Property. For example, unemployment resulting    
from an economic downturn in local industry may sharply affect occupancy        
rates. Also, interest rate fluctuations can make home ownership a more          
attractive alternative to renting, causing occupancy rates and market rents to  
decline. New construction can create an oversupply, particularly in a market    
that has experienced low vacancy rates.                                         

To the extent that losses resulting from delinquencies, losses and        
foreclosures or repossession of Mortgaged Property with respect to Loans        
included in the Primary Assets for a series of Securities are not covered by    
the methods of credit support or the insurance policies described in this       
prospectus or the prospectus supplement, losses will be borne by holders of     
the Securities of the related series. Even where credit support covers all      
losses resulting from delinquency and foreclosure or repossession, the effect   
of foreclosures and repossessions may be to increase prepayment experience on   
the Primary Assets, thus reducing average weighted life and affecting yield to  
maturity. See "Yield, Prepayment and Maturity Considerations."                  

REPRESENTATIONS AND WARRANTIES                                                  

Unless otherwise specified in the prospectus supplement, at the time of   
delivery of the Mortgage Loans to the trustee, the depositor or another entity  
will represent and warrant to the trustee with respect to the Mortgage Loans    
comprising the Primary Assets in a trust fund, that:                            

o any required title insurance (or in the case of Mortgaged Properties    
located in areas where such policies are generally not available, an  
attorney's certificate of title) and any required standard hazard and 
primary mortgage insurance was in effect as of the date of the        
representation and warranty;                                          

o immediately prior to the transfer and assignment of the Mortgage Loans  
the depositor (or other entity) with respect to each Mortgage Loan had
good title to and was sole owner of each Mortgage Loan;               

o with respect to first lien Mortgage Loans, each Mortgage constituted a  
   valid lien on the related Mortgaged Property (subject only to permissible
 title insurance exceptions) and that the related Mortgaged Property was
free of material damage and was in good repair;                       

o each Mortgage Loan at the time it was made complied in all material     
 respects with applicable state and federal laws, including usury, equal
 credit opportunity and truth-in-lending or similar disclosure laws; and

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o each Mortgage Loan was current as to all required payments (i.e., not   
more than one or two payments delinquent).                            

If the Mortgage Loans include Cooperative Loans, no representations or    
warranties with respect to title insurance or hazard insurance will be given.   
In addition, if the Mortgage Loans include Condominium Loans, no                
representation regarding hazard insurance will be given. Generally, the         
Cooperative itself is responsible for the maintenance of hazard insurance for   
property owned by the Cooperative and the persons appointed or elected by the   
Condominium Unit owners to govern the affairs of the Condominium (the           
"Condominium Association") are responsible for maintaining standard hazard      
insurance, insuring the entire multi-unit building or buildings, or group of    
buildings, whether or not attached to each other, located on property subject   
to Condominium ownership (the "Condominium Building") (including each           
individual Condominium Unit), and the borrowers of that Cooperative or          
Condominium may not maintain separate hazard insurance on their individual      
Cooperative Dwellings or Condominium Units. See "Servicing of                   
Loans--Maintenance of Insurance Policies and Other Servicing Procedures."       

With respect to a Cooperative Loan, unless otherwise specified in the     
prospectus supplement, the depositor will represent and warrant based, in       
part, upon representations and warranties of the originator of the Cooperative  
Loan that (1) with respect to first lien Cooperative Loans, the security        
interest created by the cooperative security agreements is a valid first lien   
on the collateral securing the Cooperative Loan (subject to the right of the    
related Cooperative to cancel shares and terminate the proprietary lease for    
unpaid assessments) and (2) the related Cooperative Dwelling is free of         
material damage and in good repair.                                             

Unless otherwise specified in the prospectus supplement, with respect to  
each Manufactured Home Loan, the depositor or another entity, based, in part,   
upon representations and warranties of the originator of the Manufactured Home  
Loan, will represent and warrant, among other things that:                      

 o immediately prior to the transfer and assignment of the Manufactured Home
 Loans to the trustee, the depositor had good title to, and was the sole
owner of, each Manufactured Home Loan;                                

o as of the date of the transfer and assignment, the Manufactured Home    
Loans are subject to no offsets, defenses or counterclaims;           

o each Manufactured Home Loan at the time it was made complied in all     
material respects with applicable state and federal laws, including   
usury, equal credit opportunity and truth-in-lending or similar       
disclosure laws;                                                      

 o with respect to first lien Manufactured Home Loans, as of the date of the
  transfer and assignment, each Manufactured Home Loan constitutes a valid
  lien on the related Manufactured Home and is free of material damage and
is in good repair;                                                    

o as of the date of the representation and warranty, no Manufactured Home 
  Loan is more than 59 days delinquent, and there are no delinquent tax or
assessment liens against the related Manufactured Home; and           

o with respect to each Manufactured Home Loan, any required hazard        
insurance policy was effective at the origination of each Manufactured
Home Loan and remained in effect on the date of the transfer and      
  assignment of the Manufactured Home Loan from the depositor and that all
premiums due on the insurance have been paid in full.                 

Upon the discovery of the breach of any representation or warranty made by
the depositor or another entity in respect of a Loan that materially and        
adversely affects the value of the Loan, such party will be obligated to cure   
the breach in all material respects, repurchase the Loan from the trustee, or,  
unless specified otherwise in the prospectus supplement, deliver a Qualified    
Substitute Mortgage Loan as described below under "The Agreements--Assignment   
of Primary Assets."                                                             

 The depositor does not have, and is not expected in the future to have, any
significant assets with which to meet its obligations to repurchase or          
substitute Loans, and its only source of funds to make such a substitution or   
repurchase would be from funds obtained from the enforcement of a               
corresponding obligation, if any, on the part of the originator or seller of    
the Loans. The PMBS Trustee (in the case of Private Mortgage-Backed             
Securities) or the trustee, as applicable, will be required to enforce this     
obligation following the practices it would employ in its good faith business   
judgment were it the owner of the Loan. If specified in the prospectus          
supplement, the master servicer may be obligated to enforce this obligation     
rather than the trustee or PMBS Trustee.                                        

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SUBSTITUTION OF PRIMARY ASSETS                                                  

  Substitution of Primary Assets will be permitted in the event of breaches of
representations and warranties with respect to any original Primary Asset or    
in the event the documentation with respect to any Primary Asset is determined  
by the trustee to be incomplete. The prospectus supplement will indicate the    
period during which a substitution will be permitted and will describe any      
other conditions upon which Primary Assets may be substituted for Primary       
Assets initially included in the trust fund.                                    

SERVICING OF LOANS

GENERAL                                                                         

  Customary servicing functions with respect to Loans constituting the Primary
Assets in the trust fund will be provided, as specified in the prospectus       
supplement, either by the master servicer directly or through one or more       
servicers subject to supervision by the master servicer, or by a single         
servicer that is a party to the applicable Agreement for a series and services  
the Loans directly or through one or more subservicers (the "Subservicers").    
In general, descriptions of the rights and obligations of a master servicer     
will also be applicable to a servicer, and descriptions of the rights and       
obligations of servicers that service Loans under the supervision of a master   
servicer will generally be applicable to Subservicers. If the master servicer   
is not directly servicing the Loans, then the master servicer will generally:   

o administer and supervise the performance by the servicers of their      
 servicing responsibilities under their servicing agreements ("Servicing
Agreements") with the master servicer;                                

o maintain any standard or special hazard insurance policy, primary       
   mortgage insurance, bankruptcy bond or pool insurance policy required for
the related Loans; and                                                

o advance funds as described below under "--Advances and Other Payments,  
and Limitations Thereon."                                             

If the master servicer services the Loans through servicers as its agents,
the master servicer may or may not, as specified in the prospectus supplement,  
be ultimately responsible for the performance of all servicing activities,      
including those performed by the servicers, notwithstanding its delegation of   
certain responsibilities to the servicers. If a single servicer services the    
Loans through Subservicers, the servicer will be ultimately responsible for     
the performance of all servicing activities.                                    

The master servicer will be a party to the applicable Agreement for any   
series for which Loans comprise the Primary Assets and may be a party to a      
Participation Agreement executed with respect to any Participation              
Certificates that constitute the Primary Assets. The master servicer may be an  
affiliate of the depositor. Unless otherwise specified in the prospectus        
supplement, the master servicer and each servicer will be required to be a      
Fannie Mae- or Freddie Mac-approved seller/servicer and, in the case of FHA     
Loans, approved by HUD as an FHA mortgagee.                                     

 The master servicer will be paid a Servicing Fee for the performance of its
services and duties under each Agreement as specified in the prospectus         
supplement. Each servicer, if any, will be entitled to receive either a         
portion of the Servicing Fee or a separate fee. In addition, the master         
servicer or servicer may be entitled to retain late charges, assumption fees    
and similar charges to the extent collected from mortgagors. If a servicer is   
terminated by the master servicer, the servicing function of the servicer will  
be either transferred to a substitute servicer or performed by the master       
servicer. The master servicer will be entitled to retain the fee paid to the    
servicer under a terminated Servicing Agreement if the master servicer elects   
to perform the servicing functions itself.                                      

  The master servicer, at its election, may pay itself the Servicing Fee for a
series with respect to each Mortgage Loan either by:                            

o withholding the Servicing Fee from any scheduled payment of interest    
prior to the deposit of the payment in the Collection Account for the 
related series;                                                       

o withdrawing the Servicing Fee from the Collection Account after the     
   entire Scheduled Payment has been deposited in the Collection Account; or

o requesting that the trustee pay the Servicing Fee out of amounts in the 
Distribution Account.                                                 

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COLLECTION PROCEDURES; ESCROW ACCOUNTS                                          

The master servicer, acting directly or through servicers, will make      
reasonable efforts to collect all payments required to be made under the        
Mortgage Loans and will, consistent with the Agreement for a series and any     
applicable insurance policies and other credit supports, follow such            
collection procedures as it follows with respect to comparable loans held in    
its own portfolio. Consistent with the above, the master servicer and any       
servicer may, in its discretion, (1) waive any assumption fee, late payment     
charge, or other charge in connection with a Loan and (2) arrange with a        
mortgagor a schedule for the liquidation of delinquencies by extending the Due  
Dates for Scheduled Payments on the Loan.                                       

As specified in the prospectus supplement, the master servicer or the     
servicers acting under its supervision, to the extent permitted by law, may     
establish and maintain escrow or impound accounts ("Escrow Accounts") in which  
payments by borrowers to pay taxes, assessments, mortgage and hazard insurance  
premiums, and other comparable items that are required to be paid to the        
mortgagee will be deposited. However, Mortgage Loans and Manufactured Home      
Loans may not require those payments under the loan related documents, in       
which case the master servicer would not be required to establish any Escrow    
Account with respect to those Loans.                                            

  Withdrawals from the Escrow Accounts are to be made to effect timely payment
of taxes, assessments, mortgage and hazard insurance premiums, to refund to     
borrowers amounts determined to be overages, to pay interest to borrowers on    
balances in the Escrow Account to the extent required by law, to repair or      
otherwise protect the property securing the related Loan and to clear and       
terminate the Escrow Account. The master servicer or the applicable servicers   
will be responsible for the administration of the Escrow Accounts and           
generally will make advances to the account when a deficiency exists.           

DEPOSITS TO AND WITHDRAWALS FROM THE COLLECTION ACCOUNT                         

The master servicer or the trustee will establish a separate account (the 
"Collection Account") in the name of the trustee. The Collection Account will   
be maintained in an account or accounts (1) at a depository institution, the    
long-term unsecured debt obligations of which at the time of any deposit        
therein are rated within the two highest rating categories by each Rating       
Agency rating the Securities of the related series, (2) the deposits in which   
are insured to the maximum extent available by the Federal Deposit Insurance    
Corporation or which are secured in a manner meeting requirements established   
by each Rating Agency or (3) with a depository institution otherwise            
acceptable to each Rating Agency.                                               

 The Collection Account may be maintained as an interest-bearing account, or
the funds held therein may be invested, pending remittance to the trustee, in   
Eligible Investments. If specified in the prospectus supplement, the master     
servicer will be entitled to receive as additional compensation any interest    
or other income earned on funds in the Collection Account.                      

As specified in the applicable Agreement, the master servicer will deposit
into the Collection Account for each series on the Business Day following the   
closing date for the issuance of a series, any amounts representing Scheduled   
Payments due after the related Cut-off Date but received by the master          
servicer on or before the closing date, and thereafter, after the date of       
receipt thereof, the following payments and collections received or made by it  
(other than in respect of principal of and interest on the related Loans due    
on or before the Cut-off Date):                                                 

o all payments on account of principal, including prepayments, on the     
Loans;                                                                

o all payments on account of interest on the Loans after deducting        
therefrom, at the discretion of the master servicer but only to the   
extent of the amount permitted to be withdrawn or withheld from the   
Collection Account in accordance with the related Agreement, the      
Servicing Fee in respect of the Loans;                                

o all amounts received by the master servicer in connection with the      
 liquidation of defaulted Loans or property acquired in respect thereof,
whether through foreclosure sale or otherwise, including payments in  
   connection with the Loans received from the mortgagor, other than amounts
required to be paid to the mortgagor pursuant to the terms of the     
applicable Mortgage or otherwise pursuant to law ("Liquidation        
Proceeds"), exclusive of, in the discretion of the master servicer but
only to the extent of the amount permitted to be withdrawn from the   
Collection Account in accordance with the related Agreement, the      
Servicing Fee, if any, in respect of the related Loan;                

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o all proceeds received by the trustee under any title, hazard or other   
  insurance policy covering any Loan, other than proceeds to be applied to
the restoration or repair of the Mortgaged Property or released to the
mortgagor in accordance with the related Agreement (which will be     
retained by the master servicer and not deposited in the Collection   
Account);                                                             

o all amounts required to be deposited therein from any applicable Reserve
Fund for the related series pursuant to the related Agreement;        

o all Advances for the related series made by the master servicer pursuant
to the related Agreement; and                                         

o all proceeds of any Loans repurchased by the depositor pursuant to the  
related Agreement.                                                    

Generally, the master servicer is permitted, from time to time, to make   
withdrawals from the Collection Account for each series for the following       
purposes:                                                                       

o to reimburse itself for Advances for the related series made by it      
pursuant to the related Agreement; the master servicer's right to     
reimburse itself is limited to amounts received on or in respect of   
 particular Loans (including, for this purpose, Liquidation Proceeds and
  amounts representing proceeds of insurance policies covering the related
   Mortgaged Property) which represent late recoveries of Scheduled Payments
respecting which any Advance was made;                                

o to reimburse itself for any Advances for the related series that the    
master servicer determines in good faith it will be unable to recover 
from amounts representing late recoveries of Scheduled Payments       
   respecting which the Advance was made or from Liquidation Proceeds or the
proceeds of insurance policies;                                       

o to reimburse itself from Liquidation Proceeds for liquidation expenses  
and for amounts expended by it in good faith in connection with the   
restoration of damaged Mortgaged Property and, to the extent that     
   Liquidation Proceeds after reimbursement are in excess of the outstanding
 principal balance of the related Loan, together with accrued and unpaid
interest thereon at the applicable Interest Rate to the Due Date next 
succeeding the date of its receipt of Liquidation Proceeds, to pay to 
 itself out of the excess the amount of any unpaid Servicing Fee and any
assumption fees, late payment charges, or other charges on the related
Loan;                                                                 

o in the event it has elected not to pay itself the Servicing Fee out of  
any interest component of any Scheduled Payment, late payment or other
recovery with respect to a particular Loan prior to the deposit of the
  Scheduled Payment, late payment or recovery into the Collection Account,
 to pay to itself the Servicing Fee, as adjusted pursuant to the related
Agreement, from the related Scheduled Payment, late payment or other  
recovery, to the extent permitted by the Agreement;                   

o to reimburse itself for expenses incurred by and recoverable by or      
reimbursable to it pursuant to the related Agreement;                 

o to pay to itself with respect to each Loan or REO Property acquired in  
respect thereof that has been repurchased by the depositor pursuant to
   the related Agreement all amounts received thereon and not distributed as
of the date on which the related repurchase price was determined;     

o to reimburse itself for the excess of any unreimbursed Advances with    
respect to a particular Loan over the related Liquidation Proceeds;   

o to make payments to the trustee of the related series for deposit into  
the Distribution Account, if any, or for remittance to the            
securityholders of the related series in the amounts and in the manner
provided for in the related Agreement; and                            

o to clear and terminate the Collection Account pursuant to the related   
Agreement.                                                            

  In addition, if the master servicer deposits in the Collection Account for a
series any amount not required to be deposited therein, it may, at any time,    
withdraw the amount from the Collection Account.                                

SERVICING ACCOUNTS                                                              

In those cases where a servicer is servicing a Mortgage Loan, the servicer
will establish and maintain an account (a "Servicing Account") that will        
comply with the standards set forth above, and which is otherwise acceptable    
to the                                                                          

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master servicer. The servicer is generally required to deposit into the         
Servicing Account all amounts enumerated in the preceding paragraph in respect  
of the Mortgage Loans received by the servicer, less its servicing              
compensation. On the date specified in the prospectus supplement, the servicer  
will remit to the master servicer all funds held in the Servicing Account with  
respect to each Mortgage Loan. The servicer may, to the extent described in     
the prospectus supplement, be required to advance any monthly installment of    
principal and interest that was not received, less its servicing fee, by the    
date specified in the prospectus supplement.                                    

BUY-DOWN LOANS, GPM LOANS AND OTHER SUBSIDIZED LOANS                            

With respect to each Buy-Down Loan, if any, included in a trust fund, the 
master servicer will deposit all Buy-Down Amounts in a custodial account        
(which may be interest-bearing) complying with the requirements set forth       
above for the Collection Account (the "Buy-Down Fund"). The amount of the       
deposit, together with investment earnings thereon at the rate specified in     
the prospectus supplement, will provide sufficient funds to support the         
payments on the Buy-Down Loan on a level debt service basis. The master         
servicer will not be obligated to add to the Buy-Down Fund should amounts       
therein and investment earnings prove insufficient to maintain the scheduled    
level of payments on the Buy-Down Loans, in which event distributions to the    
securityholders may be affected.                                                

  Unless otherwise provided in the prospectus supplement, a Buy-Down Fund will
not be included in or deemed to be a part of the trust fund. Unless otherwise   
specified in the prospectus supplement, the terms of all Buy-Down Loans         
provide for the contribution of buy-down funds in an amount equal to or         
exceeding either (1) the total payments to be made from those funds pursuant    
to the related buydown plan or (2) if the buy-down funds are present valued,    
that amount of buy-down funds which, together with investment earnings thereon  
at a specified rate, compounded monthly, will support the scheduled level of    
payments due under the Buy-Down Loan. Neither the master servicer, any          
servicer nor the depositor will be obligated to add to the buy-down funds any   
of its own funds should investment earnings prove insufficient to maintain the  
scheduled level of payments on the Buy-Down Loan, in which event distributions  
to securityholders may be affected. With respect to each Buy-Down Loan, the     
master servicer will deposit in the Collection Account the amount, if any, of   
the buy-down funds (and, if applicable, investment earnings thereon) for each   
Buy-Down Loan that, when added to the amount due from the borrower on the Buy-  
Down Loan, equals the full monthly payment that would be due on the Buy-Down    
Loan if it were not subject to the buy-down plan.                               

If the borrower on a Buy-Down Loan prepays the Loan in its entirety during
the Buy-Down Period, the master servicer will withdraw from the Buy-Down Fund   
and remit to the borrower in accordance with the related buy-down plan any      
buy-down funds remaining in the Buy-Down Fund. If a prepayment by a borrower    
during the Buy-Down Period together with buy-down funds will result in a        
prepayment in full, the master servicer will withdraw from the Buy-Down Fund    
for deposit in the Collection Account the buy-down funds and investment         
earnings thereon, if any, which together with the prepayment will result in a   
prepayment in full. If the borrower defaults during the Buy-Down Period with    
respect to a Buy-Down Loan and the property securing the related Loan is sold   
in liquidation (either by the master servicer or the insurer under any related  
insurance policy), the master servicer will withdraw from the Buy-Down Fund     
the buy-down funds and all investment earnings thereon, if any, for deposit in  
the Collection Account or remit the same to the insurer if the mortgaged        
property is transferred to the insurer and the insurer pays all of the loss     
incurred in respect of the default. In the case of any prepaid or defaulted     
Buy-Down Loan, the buy-down funds in respect of which were supplemented by      
investment earnings, the master servicer will withdraw from the Buy-Down Fund   
and retain or remit to the borrower, depending upon the terms of the buy-down   
plan, any investment earnings remaining in the related Buy-Down Fund.           

The terms of certain of the Loans may provide for the contribution of     
subsidy funds by the seller of the related Mortgaged Property or by another     
entity. With respect to each such Loan, the master servicer will deposit the    
subsidy funds in a custodial account (which may be interest-bearing) complying  
with the requirements set forth above for the Collection Account (a "Subsidy    
Fund"). Unless otherwise specified in the prospectus supplement, the terms of   
each such Loan will provide for the contribution of the entire undiscounted     
amount of subsidy amounts necessary to maintain the scheduled level of          
payments due during the early years of the Loan. Neither the master servicer,   
any servicer nor the depositor will be obligated to add to the Subsidy Fund     
any of its own funds. Unless otherwise provided in the prospectus supplement,   
the Subsidy Fund will not be included in or deemed to be a part of the trust    
fund.                                                                           

If the depositor values any GPM Loans deposited into the trust fund for a 
Multi-Class Series on the basis of the GPM Loan's scheduled maximum principal   
balance, the master servicer will, if and to the extent provided in the         

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prospectus supplement, deposit in a custodial account (which may be interest    
bearing) (the "GPM Fund") complying with the requirements set forth above for   
the Collection Account an amount which, together with reinvestment income       
thereon at the rate set forth in the prospectus supplement, will be sufficient  
to cover the amount by which payments of principal and interest on the GPM      
Loans assumed in calculating payments due on the Securities of that Multi-      
Class Series exceed the scheduled payments on the GPM Loans. The trustee will   
withdraw amounts from the GPM Fund for a series upon a prepayment of the GPM    
Loan as necessary and apply those amounts to the payment of principal and       
interest on the Securities of the related series. Neither the depositor, the    
master servicer nor any servicer will be obligated to supplement the GPM Fund   
should amounts therein and investment earnings thereon prove insufficient to    
maintain the scheduled level of payments, in which event, distributions to the  
securityholders may be affected. Unless otherwise specified in the prospectus   
supplement, the GPM Fund will not be included in or deemed to be part of the    
trust fund.                                                                     

  With respect to any other type of Loan that provides for payments other than
on the basis of level payments, an account may be established as described in   
the prospectus supplement on terms similar to those relating to the Buy-Down    
Fund, the Subsidy Fund or the GPM Fund.                                         

ADVANCES AND OTHER PAYMENTS, AND LIMITATIONS THEREON                            

General                                                                   

The prospectus supplement will describe the circumstances under which the 
master servicer or servicer will make Advances with respect to delinquent       
payments on Loans. Unless otherwise specified in the prospectus supplement,     
neither the master servicer nor any servicer will be obligated to make          
Advances, and the obligation to do so may be limited in amount, may be limited  
to advances received from the servicers, if any, or may not be activated until  
a certain portion of a specified reserve fund is depleted. If the master        
servicer is obligated to make Advances, a surety bond or other credit support   
may be provided with respect to that obligation as described in the prospectus  
supplement. Advances are intended to provide liquidity and not to guarantee or  
insure against losses. Accordingly, any funds advanced are recoverable by the   
servicer or the master servicer, as the case may be, out of amounts received    
on particular Loans that represent late recoveries of principal or interest,    
proceeds of insurance policies or Liquidation Proceeds respecting which any     
such Advance was made. If an Advance is made and subsequently determined to be  
nonrecoverable from late collections, proceeds of Insurance Policies, or        
Liquidation Proceeds from the related Loan, the servicer or master servicer     
will be entitled to reimbursement from other funds in the Collection Account    
or Servicing Account, as the case may be, or from a specified Reserve Fund as   
applicable, to the extent specified in the prospectus supplement.               

Payments in Connection With Prepaid Loans                                 

In addition, when a borrower makes a principal prepayment in full between 
the due dates on which the borrower is required to make its payments on the     
Loan, as specified in the prospectus supplement (each, a "Due Date"), the       
borrower will generally be required to pay interest on the principal amount     
prepaid only to the date of the prepayment. If and to the extent provided in    
the prospectus supplement, in order that one or more classes of the             
securityholders of a series will not be adversely affected by any resulting     
shortfall in interest, the master servicer may be obligated to make payment     
from its own funds to the extent necessary to include in its remittance to the  
trustee for deposit into the Distribution Account an amount equal to a full     
Scheduled Payment of interest on the related Loan (adjusted to the applicable   
Interest Rate). Any principal prepayment, together with a full Scheduled        
Payment of interest thereon at the applicable Interest Rate (to the extent of   
the adjustment or advance), will be distributed to securityholders on the       
related Distribution Date. If the amount necessary to include a full Scheduled  
Payment of interest as described above exceeds the amount that the master       
servicer is obligated to pay, a shortfall may occur as a result of a            
prepayment in full. See "Yield, Prepayment and Maturity Considerations."        

MAINTENANCE OF INSURANCE POLICIES AND OTHER SERVICING PROCEDURES                

Standard Hazard Insurance; Flood Insurance                                

Except as otherwise specified in the prospectus supplement, the master    
servicer will be required to maintain or to cause the borrower on each Loan to  
maintain or will use its best reasonable efforts to cause each servicer of a    
Loan to maintain a standard hazard insurance policy providing coverage of the   
standard form of fire insurance with extended coverage for certain other        
hazards as is customary in the state in which the property securing the         
related Loan is located. See "Description of Mortgage and Other Insurance."     
Unless otherwise specified in the prospectus supplement, coverage               

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will be in an amount at least equal to the greater of (1) the amount necessary  
to avoid the enforcement of any co-insurance clause contained in the policy or  
(2) the outstanding principal balance of the related Loan.                      

The master servicer will also maintain on REO Property that secured a     
defaulted Loan and that has been acquired upon foreclosure, deed in lieu of     
foreclosure, or repossession, a standard hazard insurance policy in an amount   
that is at least equal to the maximum insurable value of the REO Property. No   
earthquake or other additional insurance will be required of any borrower or    
will be maintained on REO Property acquired in respect of a defaulted Loan,     
other than pursuant to applicable laws and regulations as may at any time be    
in force and will require additional insurance. When, at the time of            
origination of a Loan, the property securing that Loan is located in a          
federally designated special flood hazard area, the master servicer will cause  
to be maintained or use its best reasonable efforts to cause the servicer to    
maintain with respect to property flood insurance as required under the Flood   
Disaster Protection Act of 1973, to the extent available, or as described in    
the prospectus supplement.                                                      

Any amounts collected by the master servicer or the servicer, as the case 
may be, under any policies of insurance (other than amounts to be applied to    
the restoration or repair of the Mortgaged Property, released to the borrower   
in accordance with normal servicing procedures or used to reimburse the master  
servicer for amounts to which it is entitled to reimbursement) will be          
deposited in the Collection Account. In the event that the master servicer      
obtains and maintains a blanket policy insuring against hazard losses on all    
of the Loans, written by an insurer then acceptable to each Rating Agency that  
assigns a rating to the related series, it will conclusively be deemed to have  
satisfied its obligations to cause to be maintained a standard hazard           
insurance policy for each Loan or related REO Property. This blanket policy     
may contain a deductible clause, in which case the master servicer will, in     
the event that there has been a loss that would have been covered by the        
policy absent a deductible clause, deposit in the Collection Account the        
amount not otherwise payable under the blanket policy because of the            
application of the deductible clause.                                           

The depositor will not require that a standard hazard or flood insurance  
policy be maintained on the Cooperative Dwelling relating to any Cooperative    
Loan. Generally, the Cooperative itself is responsible for maintenance of       
hazard insurance for the property owned by the cooperative and the tenant-      
stockholders of that cooperative may not maintain individual hazard insurance   
policies. To the extent, however, that a Cooperative and the related borrower   
on a Cooperative Loan do not maintain insurance or do not maintain adequate     
coverage or any insurance proceeds are not applied to the restoration of        
damaged property, any damage to the borrower's Cooperative Dwelling or the      
Cooperative's building could significantly reduce the value of the collateral   
securing the Cooperative Loan to the extent not covered by other credit         
support. Similarly, the depositor will not require that a standard hazard or    
flood insurance policy be maintained on a Condominium Unit relating to any      
Condominium Loan. Generally, the Condominium Association is responsible for     
maintenance of hazard insurance insuring the entire Condominium building        
(including each individual Condominium Unit), and the owner(s) of an            
individual Condominium Unit may not maintain separate hazard insurance          
policies. To the extent, however, that a Condominium Association and the        
related borrower on a Condominium Loan do not maintain insurance or do not      
maintain adequate coverage or any insurance proceeds are not applied to the     
restoration of damaged property, any damage to the borrower's Condominium Unit  
or the related Condominium Building could significantly reduce the value of     
the collateral securing the Condominium Loan to the extent not covered by       
other credit support.                                                           

Special Hazard Insurance Policy                                           

To the extent specified in the prospectus supplement, the master servicer 
will maintain a special hazard insurance policy, in full force and effect with  
respect to the Loans. Unless otherwise specified in the prospectus supplement,  
the special hazard insurance policy will provide for a fixed premium rate       
based on the declining aggregate outstanding principal balance of the Loans.    
The master servicer will agree to pay the premium for any special hazard        
insurance policy on a timely basis. If the special hazard insurance policy is   
cancelled or terminated for any reason (other than the exhaustion of total      
policy coverage), the master servicer will exercise its best reasonable         
efforts to obtain from another insurer a replacement policy comparable to the   
terminated special hazard insurance policy with a total coverage that is equal  
to the then existing coverage of the terminated special hazard insurance        
policy; provided that if the cost of any replacement policy is greater than     
the cost of the terminated special hazard insurance policy, the amount of       
coverage under the replacement policy will, unless otherwise specified in the   
prospectus supplement, be reduced to a level such that the applicable premium   
does not exceed 150% of the cost of the special hazard insurance policy that    
was replaced. Any amounts collected by the master servicer under the special    
hazard insurance policy in the nature of insurance proceeds will be deposited   
in the Collection Account (net of amounts to be used to repair, restore or      
replace the related                                                             

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property securing the Loan or to reimburse the master servicer (or a servicer)  
for related amounts owed to it). Certain characteristics of the special hazard  
insurance policy are described under "Description of Mortgage and Other         
Insurance--Hazard Insurance on the Loans."                                      

Primary Mortgage Insurance                                                

To the extent described in the prospectus supplement, the master servicer 
will be required to use its best reasonable efforts to keep, or to cause each   
servicer to keep, in full force and effect, a primary mortgage insurance        
policy with respect to each Conventional Loan secured by Single Family          
Property for which insurance coverage is required for as long as the related    
mortgagor is obligated to maintain primary mortgage insurance under the terms   
of the related Loan. The master servicer will not cancel or refuse to renew     
any primary mortgage insurance policy in effect at the date of the initial      
issuance of the Securities that is required to be kept in force unless a        
replacement primary mortgage insurance policy for the cancelled or nonrenewed   
policy is maintained with a mortgage guarantee or insurance company duly        
qualified as such under the laws of the state in which the related Mortgaged    
Property is located duly authorized and licensed in the state to transact the   
applicable insurance business and to write the insurance provided (each, a      
"Qualified Insurer").                                                           

Primary insurance policies will be required with respect to Manufactured  
Home Loans only to the extent described in the prospectus supplement. If        
primary mortgage insurance is to be maintained with respect to Manufactured     
Home Loans, the master servicer will be required to maintain the insurance as   
described above. For further information regarding the extent of coverage       
under a primary mortgage insurance policy, see "Description of Mortgage and     
Other Insurance--Mortgage Insurance on the Loans."                              

FHA Insurance and VA Guarantees                                           

To the extent specified in the prospectus supplement, all or a portion of 
the Loans may be insured by the FHA or guaranteed by the VA. The master         
servicer will be required to take steps reasonably necessary to keep the        
insurance and guarantees in full force and effect. See "Description of          
Mortgage and Other Insurance--Mortgage Insurance on the Loans."                 

Environmental Insurance                                                   

If specified in the applicable prospectus supplement, the trust or trustee
will be the beneficiary, for the benefit of the securityholders, of insurance   
policies ("Environmental Policies") providing limited coverage against certain  
environmental risks with respect to the mortgaged properties securing certain   
Multifamily and Mixed Use Mortgage Loans. Subject to various exceptions and     
exclusions (including asbestos and lead paint), Environmental Policies will     
generally cover losses, clean-up costs, third-party claims and legal expenses   
up to pre-determined limits. Subject to the terms of the applicable policy, if  
a Mortgaged Property securing a covered loan is subject to environmental        
contamination, in the event of default by the borrower the outstanding          
principal balance of the loan, plus accrued interest, will be payable under     
the applicable Environmental Policy.                                            

Pool Insurance Policy                                                     

If specified in the prospectus supplement, the master servicer will be    
obligated to use its best reasonable efforts to maintain a pool insurance       
policy with respect to the Loans in the amount and with the coverage described  
in the prospectus supplement. Unless otherwise specified in the prospectus      
supplement, the pool insurance policy will provide for a fixed premium rate on  
the declining aggregate outstanding principal balance of the Loans. The master  
servicer will be obligated to pay the premiums for the pool insurance policy    
on a timely basis.                                                              

 The prospectus supplement will identify the pool insurer for each series of
Securities. If the pool insurer ceases to be a Qualified Insurer because it is  
not approved as an insurer by Freddie Mac or Fannie Mae or because its claims-  
paying ability is no longer rated in the category required by the prospectus    
supplement, the master servicer will be obligated to review, no less often      
than monthly, the financial condition of the pool insurer to determine whether  
recoveries under the pool insurance policy are jeopardized by reason of the     
financial condition of the pool insurer. If the master servicer determines      
that recoveries may be so jeopardized or if the pool insurer ceases to be       
qualified under applicable law to transact a mortgage guaranty insurance        
business, the master servicer will exercise its best reasonable efforts to      
obtain from another Qualified Insurer a comparable replacement pool insurance   
policy with a total coverage                                                    

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equal to the then outstanding coverage of the pool insurance policy to be       
replaced; provided that, if the premium rate on the replacement policy is       
greater than that of the existing pool insurance policy, then the coverage of   
the replacement policy will, unless otherwise specified in the prospectus       
supplement, be reduced to a level such that its premium rate does not exceed    
150% of the premium rate on the pool insurance policy to be replaced. Payments  
made under a pool insurance policy will be deposited into the Collection        
Account (net of expenses of the master servicer or any related unreimbursed     
advances or unpaid Servicing Fee). Certain characteristics of the pool          
insurance policy are described under "Description of Mortgage and Other         
Insurance--Mortgage Insurance on the Loans."                                    

Bankruptcy Bond                                                           

If specified in the prospectus supplement, the master servicer will be    
obligated to use its best reasonable efforts to obtain and thereafter maintain  
a bankruptcy bond or similar insurance or guaranty in full force and effect     
throughout the term of the related Agreement, unless coverage thereunder has    
been exhausted through payment of claims. If specified in the prospectus        
supplement, the master servicer will be required to pay from its servicing      
compensation the premiums for the bankruptcy bond on a timely basis. Coverage   
under the bankruptcy bond may be cancelled or reduced by the master servicer    
at any time, provided that the cancellation or reduction does not adversely     
affect the then current rating of the related series of Securities. See         
"Description of Mortgage and Other Insurance--Bankruptcy Bond."                 

PRESENTATION OF CLAIMS; REALIZATION UPON DEFAULTED LOANS                        

 The master servicer, on behalf of the trustee and the securityholders, will
be required to present or cause to be presented, claims with respect to any     
standard hazard insurance policy, pool insurance policy, special hazard         
insurance policy, bankruptcy bond, or primary mortgage insurance policy, and    
to the FHA and the VA, if applicable in respect of any FHA insurance or VA      
guarantee respecting defaulted Mortgage Loans.                                  

 The master servicer will use its reasonable best efforts to foreclose upon,
repossess or otherwise comparably convert the ownership of the real properties  
securing the related Loans that come into and continue in default and as to     
which no satisfactory arrangements can be made for collection of delinquent     
payments. In connection with any foreclosure or other conversion, the master    
servicer will follow those practices and procedures as it deems necessary or    
advisable and as are normal and usual in its servicing activities with respect  
to comparable loans serviced by it. However, the master servicer will not be    
required to expend its own funds in connection with any foreclosure or towards  
the restoration of the property unless it determines that: (1) the restoration  
or foreclosure will increase the Liquidation Proceeds in respect of the         
related Mortgage Loan available to the securityholders after reimbursement to   
itself for its expenses and (2) that the expenses will be recoverable by it     
either through Liquidation Proceeds or the proceeds of insurance.               

 Notwithstanding anything to the contrary in this prospectus, in the case of
a trust fund for which a REMIC election has been made, the master servicer      
will not liquidate any collateral acquired through foreclosure later than one   
year after the acquisition of the collateral. While the holder of Mortgaged     
Property acquired through foreclosure can often maximize its recovery by        
providing financing to a new purchaser, the trust fund will have no ability to  
do so and neither the master servicer nor any servicer will be required to do   
so.                                                                             

Similarly, if any property securing a defaulted Loan is damaged and       
proceeds, if any, from the related standard hazard insurance policy or the      
applicable special hazard insurance policy, if any, are insufficient to         
restore the damaged property to a condition sufficient to permit recovery       
under any pool insurance policy or any primary mortgage insurance policy, FHA   
insurance, or VA guarantee, neither the master servicer nor any servicer will   
be required to expend its own funds to restore the damaged property unless it   
determines (1) that the restoration will increase the Liquidation Proceeds in   
respect of the Loan after reimbursement of the expenses incurred by the         
servicer or the master servicer and (2) that the expenses will be recoverable   
by it through proceeds of the sale of the property or proceeds of the related   
pool insurance policy or any related primary mortgage insurance policy, FHA     
insurance, or VA guarantee.                                                     

  As to collateral securing a Cooperative Loan, any prospective purchaser will
generally have to obtain the approval of the board of directors of the          
relevant cooperative before purchasing the shares and acquiring rights under    
the proprietary lease or occupancy agreement securing that Cooperative Loan.    
See "Legal Aspects of Loans--Realizing Upon Cooperative Loan Security." This    
approval is usually based on the purchaser's income and net worth and numerous  
other factors. Although the Cooperative's approval is unlikely to be            
unreasonably withheld or delayed, the necessity of acquiring approval could     
limit the number of potential purchasers for those shares and otherwise limit   
the trust fund's ability to sell and realize the value of those shares.         

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With respect to a Loan secured by a Multifamily Property, the market value
of any property obtained in foreclosure or by deed in lieu of foreclosure will  
be based substantially on the operating income obtained by renting the          
dwelling units. As a default on a Loan secured by Multifamily Property is       
likely to have occurred because operating income, net of expenses, is           
insufficient to make debt service payments on the related Loan, it can be       
anticipated that the market value of the property will be less than             
anticipated when the Loan was originated. To the extent that equity does not    
cushion the loss in market value and the loss is not covered by other credit    
support, a loss may be experienced by the related trust fund. With respect to   
a defaulted Manufactured Home Loan, the value of the related Manufactured Home  
can be expected to be less on resale than the value of a new Manufactured       
Home. To the extent equity does not cushion the loss in market value, and the   
loss is not covered by other credit support, a loss may be experienced by the   
trust fund.                                                                     

ENFORCEMENT OF DUE-ON-SALE CLAUSES                                              

Typically, when any Mortgaged Property is about to be conveyed by the     
borrower, the master servicer will, to the extent it has knowledge of the       
prospective conveyance and prior to the conveyance, exercise its rights to      
accelerate the maturity of the Loan under the applicable "due-on-sale" clause,  
if any, unless it reasonably believes that the clause is not enforceable under  
applicable law or if the enforcement of the clause would result in loss of      
coverage under any primary mortgage insurance policy. In this case, or if the   
master servicer reasonably believes that enforcement of a due-on-sale clause    
will not be enforceable, the master servicer is authorized to accept from or    
enter into an assumption agreement with the person to whom the property has     
been or is about to be conveyed, pursuant to which that person becomes liable   
under the Loan and pursuant to which the original borrower is released from     
liability and that person is substituted as the borrower and becomes liable     
under the Loan. Any fee collected in connection with an assumption will be      
retained by the master servicer as additional servicing compensation. The       
terms of a Loan may not be changed in connection with an assumption except      
that, if the terms of the Loan so permit, and subject to certain other          
conditions, the interest rate may be increased (but not decreased) to a         
prevailing market rate. Unless otherwise specified in the prospectus            
supplement, securityholders would not benefit from any increase.                

CERTAIN RIGHTS RELATED TO FORECLOSURE                                           

Certain rights in connection with foreclosure of defaulted Mortgage Loans 
may be granted to the holders of the class of Subordinate Securities ranking    
lowest in priority and, when those Securities are no longer outstanding, to     
the holders of the class of Subordinate Securities ranking next lowest in       
priority. These rights may include the right to delay foreclosure until a       
Mortgage Loan has been delinquent for six months, provided that upon election   
to delay foreclosure the 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 the Mortgage Loan or the appraised value of the related    
Mortgaged Property, plus three months' accrued interest on the Mortgage Loan.   
Any exercise of the right to delay foreclosure could affect the amount          
recovered upon liquidation of the related Mortgaged Property. These rights may  
also include the right to recommend foreclosure or alternatives to foreclosure  
with respect to a defaulted Mortgage Loan, and the right to purchase the        
defaulted Mortgage Loan from the trust fund.                                    

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

The master servicer or any servicer will be entitled to a servicing fee in
an amount to be determined as specified in the prospectus supplement. The       
servicing fee may be fixed or variable. In addition, the master servicer or     
any servicer will be entitled to servicing compensation in the form of          
assumption fees, late payment charges, or excess proceeds following             
disposition of property in connection with defaulted Loans.                     

As provided in the prospectus supplement, the trust fund or the master    
servicer will pay the fees of the servicers, if any, and certain expenses       
incurred in connection with the servicing of the Loans, including, without      
limitation, the payment of the fees and expenses of the trustee and             
independent accountants, the payment of insurance policy premiums and the cost  
of credit support, if any, and the payment of expenses incurred in enforcing    
the obligations of servicers and in preparation of reports to securityholders.  
Certain of these expenses may be reimbursable pursuant to the terms of the      
related Agreement from Liquidation Proceeds and the proceeds of insurance       
policies and, in the case of enforcement of the obligations of servicers, from  
any recoveries in excess of amounts due with respect to the related Loans or    
from specific recoveries of costs.                                              

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The master servicer will be entitled to reimbursement for certain expenses
incurred by it in connection with the liquidation of defaulted Loans. The       
related trust fund will suffer no loss by reason of the expenses to the extent  
claims are paid under related insurance policies or from the Liquidation        
Proceeds. If claims are either not made or paid under the applicable insurance  
policies or if coverage thereunder has been exhausted, the related trust fund   
will suffer a loss to the extent that Liquidation Proceeds, after               
reimbursement of the master servicer's expenses, are less than the outstanding  
principal balance of and unpaid interest on the related Loan that would be      
distributable to securityholders.                                               

In addition, the master servicer will be entitled to reimbursement of     
expenditures incurred by it in connection with the restoration of property      
securing a defaulted Loan, the right of reimbursement being prior to the        
rights of the securityholders to receive any related proceeds of insurance      
policies, Liquidation Proceeds or amounts derived from other credit supports.   
The master servicer is also entitled to reimbursement from the Collection       
Account for Advances. In addition, when a borrower makes a principal            
prepayment in full between Due Dates on the related Loan, the borrower will     
generally be required to pay interest on the amount prepaid only to the date    
of prepayment.                                                                  

If and to the extent provided in the prospectus supplement, in order that 
one or more classes of the securityholders of a series will not be adversely    
affected by any resulting shortfall in interest, the amount of the Servicing    
Fee may be reduced to the extent necessary to include in the master servicer's  
remittance to the trustee for deposit into the Distribution Account an amount   
equal to a full scheduled payment of interest on the related Loan (adjusted to  
the applicable Interest Rate). Any principal prepayment, together with a full   
Scheduled Payment of interest thereon at the applicable Interest Rate (to the   
extent of the adjustment or advance), will be distributed to securityholders    
on the related Distribution Date. If the amount necessary to include a full     
Scheduled Payment of interest as described above exceeds the amount of the      
Servicing Fee, a shortfall to securityholders may occur as a result of a        
prepayment in full. See "Yield, Prepayment and Maturity Considerations."        

The rights of the master servicer to receive funds from the Collection    
Account for a series, whether as the Servicing Fee or other compensation, or    
for the reimbursement of Advances, expenses or otherwise, are not subordinate   
to the rights of securityholders of the related series.                         

EVIDENCE AS TO COMPLIANCE                                                       

If specified in the prospectus supplement, the related Agreement for each 
series will provide that each year, a firm of independent public accountants    
will furnish a statement to the trustee to the effect that the firm has         
examined certain documents and records relating to the servicing of mortgage    
loans by the master servicer and that, on the basis of its examination, the     
firm is of the opinion that the servicing has been conducted in compliance      
with the related Agreement except for exceptions that the firm believes to be   
immaterial and any other exceptions as set forth in the statement.              

The related Agreement for each series may also provide for delivery to the
trustee for the series of an annual statement signed by an officer of the       
master servicer to the effect that the master servicer has fulfilled its        
obligations under the Agreement throughout the preceding calendar year.         

CERTAIN MATTERS REGARDING THE MASTER SERVICER                                   

The master servicer for each series, if any, will be identified in the    
prospectus supplement. The master servicer may be an affiliate of the           
depositor and may have other business relationships with the depositor and its  
affiliates.                                                                     

 In the event of an event of default under the related Agreement, the master
servicer may be replaced by the trustee or a successor master servicer. See     
"The Agreements--Event of Default; Rights upon Events of Default."              

The master servicer will generally have the right to assign its rights and
delegate its duties and obligations under the related Agreement for each        
series; provided that the purchaser or transferee accepting the assignment or   
delegation:                                                                     

o is qualified to service mortgage loans for Fannie Mae or Freddie Mac;   

o is reasonably satisfactory to the trustee for the related series;       

o has a net worth of not less than $15,000,000; and                       

o executes and delivers to the trustee an agreement, in form and substance
 reasonably satisfactory to the trustee, which contains an assumption by
the purchaser or transferee of the due and punctual performance and   
observance                                                            

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  of each covenant and condition to be performed or observed by the master
servicer under the related Agreement from and after the date of the   
agreement;                                                            

 provided further that each Rating Agency's rating of the Securities for the
related series in effect immediately prior to the assignment, sale or transfer  
is not qualified, downgraded or withdrawn as a result of the assignment, sale   
or transfer.                                                                    

 No assignment will become effective until the trustee or a successor master
servicer has assumed the master servicer's obligations and duties under the     
related Agreement. To the extent that the master servicer transfers its         
obligations to a wholly-owned subsidiary or affiliate, the subsidiary or        
affiliate need not satisfy the criteria set forth above, however, in this       
case, the assigning master servicer will remain liable for the servicing        
obligations under the related Agreement. Any entity into which the master       
servicer is merged or consolidated or any successor corporation resulting from  
any merger, conversion or consolidation will succeed to the master servicer's   
obligations under the related Agreement, provided that the successor or         
surviving entity meets the requirements for a successor master servicer set     
forth in the preceding paragraph.                                               

Each Agreement will also provide that neither the master servicer, nor any
director, officer, employee or agent of the master servicer, will be under any  
liability to the related trust fund or the securityholders for any action       
taken or for failing to take any action in good faith pursuant to the related   
Agreement or for errors in judgment; provided, however, that neither the        
master servicer nor any such person will be protected against any breach of     
warranty or representations made under the related Agreement or the failure to  
perform its obligations in compliance with any standard of care set forth in    
the related Agreement or liability that would otherwise be imposed by reason    
of willful misfeasance, bad faith or negligence in the performance of their     
duties or by reason of reckless disregard of their obligations and duties       
thereunder.                                                                     

Each Agreement will further provide that the master servicer and any      
director, officer, employee or agent of the master servicer is entitled to      
indemnification from the related trust fund and will be held harmless against   
any loss, liability or expense incurred in connection with any legal action     
relating to the Agreements or the Securities, other than any loss, liability    
or expense incurred by reason of willful misfeasance, bad faith or negligence   
in the performance of duties thereunder or by reason of reckless disregard of   
obligations and duties thereunder. In addition, the related Agreement provides  
that the master servicer is not under any obligation to appear in, prosecute    
or defend any legal action that is not incidental to its servicing              
responsibilities under the related Agreement which, in its opinion, may         
involve it in any expense or liability. The master servicer may, in its         
discretion, undertake any action which it may deem necessary or desirable with  
respect to the related Agreement and the rights and duties of the parties       
thereto and the interests of the securityholders thereunder. In this case, the  
legal expenses and costs of the action and any liability resulting therefrom    
will be expenses, costs, and liabilities of the trust fund and the master       
servicer will be entitled to be reimbursed therefor out of the Collection       
Account.                                                                        

CERTAIN RISKS                                                                   

If the master servicer or servicer were to become a debtor in a bankruptcy
proceeding, it could seek to reject its obligations under the Agreement         
pursuant to Section 365 of the Bankruptcy Code, thus forcing the trustee to     
appoint a successor servicer or master servicer.                                

 If the master servicer or servicer resigns or is in default and the cost of
servicing the Loans has increased, the trustee may not be able to find a        
successor master servicer or servicer willing to service the loans for the      
master servicing fee or servicing fee specified in the applicable Agreement.    
These circumstances might cause the trustee to seek authority from              
securityholders to increase the applicable fee to an amount necessary to        
provide acceptable compensation to the then current master servicer or          
servicer or any replacement master servicer or servicer. If such approval were  
not granted by securityholders, under the law generally applicable to trusts    
the trustee could seek approval for such an increase from a court if such       
increase were necessary for the preservation or continued administration of     
the trust. Any increase in the master servicing fee or servicing fee would      
reduce amounts available for distribution to securityholders, particularly      
holders of subordinate securities.                                              

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CREDIT SUPPORT

GENERAL                                                                         

Credit support may be provided with respect to one or more classes of a   
series of Securities or for the related Primary Assets. Credit support may      
take the form of one or more of the following:                                  

o an irrevocable letter of credit;                                        

o the subordination of one or more classes of the Securities of a series; 

o reserve funds;                                                          

o a pool insurance policy, bankruptcy bond, repurchase bond or special    
hazard insurance policy;                                              

o a surety bond or financial guaranty insurance policy;                   

o the use of cross-support features; or                                   

o another method of credit support described in the prospectus supplement.

In all cases, the amounts and terms and conditions of the credit support  
must be acceptable to each Rating Agency. If specified in the prospectus        
supplement, any form of credit support may be structured so as to protect       
against losses relating to more than one trust fund.                            

Unless otherwise specified in the prospectus supplement for a series, the 
credit support will not provide protection against all risks of loss and will   
not guarantee repayment of the entire principal balance of the Securities and   
interest thereon at the applicable Interest Rate. If losses occur which exceed  
the amount covered by credit support or which are not covered by the credit     
support, securityholders will bear their allocable share of deficiencies. See   
"The Agreement--Event of Default; Rights Upon Event of Default." Moreover, if   
a form of credit support covers more than one trust fund (each, a "Covered      
Trust"), holders of Securities issued by any of the Covered Trusts will be      
subject to the risk that the credit support will be exhausted by the claims of  
other Covered Trusts prior to the Covered Trust receiving any of its intended   
share of the coverage.                                                          

If credit support is provided with respect to a series, or the related    
Primary Assets, the prospectus supplement will include a description of:        

o the amount payable under the credit support;                            

o any conditions to payment thereunder not otherwise described in this    
prospectus;                                                           

o the conditions (if any) under which the amount payable under the credit 
support may be reduced and under which the credit support may be      
terminated or replaced; and                                           

o the material provisions of any agreement relating to the credit support.

Additionally, the prospectus supplement will set forth certain information
with respect to the issuer of any third-party credit support, including:        

o a brief description of its principal business activities;               

o its principal place of business, place of incorporation and the         
jurisdiction under which it is chartered or licensed to do business;  

o if applicable, the credit ratings assigned to it by rating agencies; and

o certain financial information.                                          

SUBORDINATE SECURITIES; SUBORDINATION RESERVE FUND                              

If specified in the prospectus supplement, one or more classes of a series
may be Subordinate Securities. If specified in the prospectus supplement, the   
rights of the Subordinate securityholders to receive distributions of           
principal and interest from the Distribution Account on any Distribution Date   
will be subordinated to the rights of the Senior securityholders to the extent  
of the then applicable "Subordinated Amount" as defined in the prospectus       
supplement. The                                                                 

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Subordinated Amount will decrease whenever amounts otherwise payable to the     
Subordinate securityholders are paid to the senior securityholders (including   
amounts withdrawn from the subordination reserve fund, if any, established      
pursuant to the related Agreement (the "Subordination Reserve Fund") and paid   
to the senior securityholders), and will (unless otherwise specified in the     
prospectus supplement) increase whenever there is distributed to the holders    
of Subordinate Securities amounts in respect of which subordination payments    
have previously been paid to the senior securityholders (which will occur when  
subordination payments in respect of delinquencies and certain other            
deficiencies have been recovered).                                              

A series may include a class of Subordinate Securities entitled to receive
cash flows remaining after distributions are made to all other classes. This    
right will effectively be subordinate to the rights of other securityholders,   
but will not be limited to the Subordinated Amount. If specified in the         
prospectus supplement, the subordination of a class may apply only in the       
event of (or may be limited to) certain types of losses not covered by          
Insurance Policies or other credit support, such as losses arising from damage  
to property securing a Loan not covered by standard hazard insurance policies,  
losses resulting from the bankruptcy of a borrower and application of certain   
provisions of the federal bankruptcy code, 11 United States Code ss.101 et      
seq., and related rules and regulations promulgated thereunder (the             
"Bankruptcy Code"), or losses resulting from the denial of insurance coverage   
due to fraud or misrepresentation in connection with the origination of a       
Loan.                                                                           

 With respect to any series that includes one or more classes of Subordinate
Securities, a Subordination Reserve Fund may be established if specified in     
the prospectus supplement. The Subordination Reserve Fund, if any, will be      
funded with cash, an irrevocable letter of credit, a demand note or Eligible    
Reserve Fund Investments, or by the retention of amounts of principal or        
interest otherwise payable to holders of Subordinate Securities, or both, as    
specified in the prospectus supplement. The Subordination Reserve Fund will     
not be a part of the trust fund, unless otherwise specified in the prospectus   
supplement. If the Subordination Reserve Fund is not a part of the trust fund,  
the trustee will have a security interest therein on behalf of the senior       
securityholders. Moneys will be withdrawn from the Subordination Reserve Fund   
to make distributions of principal of or interest on Senior Securities under    
the circumstances set forth in the prospectus supplement.                       

Moneys deposited in any Subordinated Reserve Fund will be invested in     
Eligible Reserve Fund Investments. Unless otherwise specified in the            
prospectus supplement, any reinvestment income or other gain from these         
investments will be credited to the Subordinated Reserve Fund for the related   
series, and any loss resulting from the investments will be charged to the      
Subordinated Reserve Fund. Amounts in any Subordinated Reserve Fund in excess   
of the Required Reserve Fund Balance may be periodically released to the        
holders of Subordinate Securities under the conditions and to the extent        
specified in the prospectus supplement. Additional information concerning any   
Subordinated Reserve Fund will be set forth in the prospectus supplement,       
including the amount of any initial deposit to the Subordinated Reserve Fund,   
the Required Reserve Fund Balance to be maintained therein, the purposes for    
which funds in the Subordinated Reserve Fund may be applied to make             
distributions to senior securityholders and the employment of reinvestment      
earnings on amounts in the Subordinated Reserve Fund, if any.                   

CROSS-SUPPORT FEATURES                                                          

If the Primary Assets for a series are divided into separate Asset Groups,
beneficial ownership of which is evidenced by, or which secure, a separate      
class or classes of a series, credit support may be provided by a cross-        
support feature that requires that distributions be made on Senior Securities   
backed by one Asset Group prior to distributions on Subordinate Securities      
backed by another Asset Group within the trust fund. The prospectus supplement  
for a series that includes a cross-support feature will describe the manner     
and conditions for applying the cross-support feature.                          

INSURANCE                                                                       

 Credit support with respect to a series may be provided by various forms of
insurance policies, subject to limits on the aggregate dollar amount of claims  
that will be payable under each insurance policy, with respect to all Loans     
comprising or underlying the Primary Assets for a series, or those Loans with   
certain characteristics. The insurance policies include primary mortgage        
insurance and standard hazard insurance and may, if specified in the            
prospectus supplement, include a pool insurance policy covering losses in       
amounts in excess of coverage of any primary insurance policy, a special        
hazard insurance policy covering certain risks not covered by standard hazard   
insurance policies, a bankruptcy bond covering certain losses resulting from    
the bankruptcy of a borrower and application of certain provisions              

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of the Bankruptcy Code, a repurchase bond covering the repurchase of a Loan     
for which mortgage insurance or hazard insurance coverage has been denied due   
to misrepresentations in connection with the origination of the related Loan,   
or other insurance covering other risks associated with the particular type of  
Loan. See "Description of Mortgage and Other Insurance."                        

  Copies of the actual pool insurance policy, special hazard insurance policy,
bankruptcy bond or repurchase bond, if any, relating to the Loans comprising    
the Primary Assets for a series will be filed with the Commission as an         
exhibit to a Current Report on Form 8-K to be filed within 15 days of issuance  
of the Securities of the related series.                                        

LETTER OF CREDIT                                                                

  The letter of credit, if any, with respect to a series of Securities will be
issued by the bank or financial institution specified in the prospectus         
supplement (the "L/C Bank"). Under the letter of credit, the L/C Bank will be   
obligated to honor drawings thereunder in an aggregate fixed dollar amount,     
net of unreimbursed payments thereunder, equal to the percentage specified in   
the prospectus supplement of the aggregate principal balance of the Loans on    
the related Cut-off Date or of one or more classes of Securities (the "L/C      
Percentage"). If specified in the prospectus supplement, the letter of credit   
may permit drawings in the event of losses not covered by insurance policies    
or other credit support, such as losses arising from damage not covered by      
standard hazard insurance policies, losses resulting from the bankruptcy of a   
borrower and the application of certain provisions of the Bankruptcy Code, or   
losses resulting from denial of insurance coverage due to misrepresentations    
in connection with the origination of a Loan. The amount available under the    
letter of credit will, in all cases, be reduced to the extent of the            
unreimbursed payments thereunder. The obligations of the L/C Bank under the     
letter of credit for each series of Securities will expire at the earlier of    
the date specified in the prospectus supplement or the termination of the       
trust fund. See "Description of the Securities--Optional Termination" and "The  
Agreements--Termination." A copy of the letter of credit for a series, if any,  
will be filed with the Commission as an exhibit to a Current Report on Form 8-  
K to be filed within 15 days of issuance of the Securities of the related       
series.                                                                         

FINANCIAL GUARANTY INSURANCE POLICY                                             

  Credit support may be provided in the form of a financial guaranty insurance
policy by one or more insurance companies named in the prospectus supplement.   
The financial guaranty insurance policy will guarantee, with respect to one or  
more classes of Securities of the related series, timely distributions of       
interest and full distributions of principal on the basis of a schedule of      
principal distributions set forth in or determined in the manner specified in   
the prospectus supplement. If specified in the prospectus supplement, the       
financial guaranty insurance policy will also guarantee against any payment     
made to a securityholder that is subsequently recovered as a "voidable          
preference" payment under the Bankruptcy Code. A copy of the financial          
guaranty insurance policy for a series, if any, will be filed with the          
Commission as an exhibit to a Current Report on Form 8-K to be filed with the   
Commission within 15 days following the issuance of the Securities of the       
related series.                                                                 

RESERVE FUNDS                                                                   

One or more Reserve Funds may be established with respect to a series, in 
which cash, a letter of credit, Eligible Reserve Fund Investments, a demand     
note or a combination thereof, in the amounts specified in the prospectus       
supplement will be deposited. The Reserve Funds for a series may also be        
funded over time by depositing therein a specified amount of the distributions  
received on the related Primary Assets as specified in the prospectus           
supplement.                                                                     

Amounts on deposit in any Reserve Fund for a series, together with the    
reinvestment income thereon, will be applied by the trustee for the purposes,   
in the manner, and to the extent specified in the prospectus supplement. A      
Reserve Fund may be provided to increase the likelihood of timely payments of   
principal of and interest on the Securities, if required as a condition to the  
rating of the related series by each Rating Agency, or to reduce the            
likelihood of special distributions with respect to any Multi-Class Series. If  
specified in the prospectus supplement, Reserve Funds may be established to     
provide limited protection, in an amount satisfactory to each Rating Agency,    
against certain types of losses not covered by Insurance Policies or other      
credit support, such as losses arising from damage not covered by standard      
hazard insurance policies, losses resulting from the bankruptcy of a borrower   
and the application of certain provisions of the Bankruptcy Code or losses      
resulting from denial of insurance coverage due to fraud or misrepresentation   
in connection with the origination of a Loan. Following each Distribution Date  
amounts in the Reserve                                                          

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Fund in excess of any required Reserve Fund balance may be released from the    
Reserve Fund under the conditions and to the extent specified in the            
prospectus supplement and will not be available for further application by the  
trustee.                                                                        

Moneys deposited in any Reserve Funds will be invested in Eligible Reserve
Fund Investments, except as otherwise specified in the prospectus supplement.   
Unless otherwise specified in the prospectus supplement, any reinvestment       
income or other gain from the investments will be credited to the related       
Reserve Fund for the series, and any loss resulting from the investments will   
be charged to the Reserve Fund. However, this income may be payable to the      
master servicer or a servicer as additional servicing compensation. See         
"Servicing of Loans" and "The Agreements--Investment of Funds." The Reserve     
Fund, if any, for a series will not be a part of the trust fund unless          
otherwise specified in the prospectus supplement.                               

 Additional information concerning any Reserve Fund will be set forth in the
prospectus supplement, including the initial balance of the Reserve Fund, the   
required Reserve Fund balance to be maintained, the purposes for which funds    
in the Reserve Fund may be applied to make distributions to securityholders     
and use of investment earnings from the Reserve Fund, if any.                   

DESCRIPTION OF MORTGAGE AND OTHER INSURANCE                                     

The following descriptions of primary mortgage insurance policies, pool   
insurance policies, special hazard insurance policies, standard hazard          
insurance policies, bankruptcy bonds, repurchase bonds and other insurance and  
the respective coverages thereunder are general descriptions only and do not    
purport to be complete. If specified in the prospectus supplement, insurance    
may be structured so as to protect against losses relating to more than one     
trust fund in the manner described therein.                                     

MORTGAGE INSURANCE ON THE LOANS                                                 

General                                                                   

 Unless otherwise specified in the prospectus supplement, all Mortgage Loans
that are Conventional Loans secured by Single Family Property and which had     
initial Loan-to-Value Ratios of greater than 80% will be covered by primary     
mortgage insurance policies providing coverage with respect to the amount of    
each Mortgage Loan in excess of 75% of the original Appraised Value of the      
related Mortgaged Property and remaining in force until the principal balance   
of the Mortgage Loan is reduced to 80% of the original Appraised Value.         

A pool insurance policy will be obtained if specified in the prospectus   
supplement to cover any loss (subject to limitations described in this          
prospectus) occurring as a result of default by the borrowers to the extent     
not covered by any primary mortgage insurance policy or FHA Insurance. See      
"--Pool Insurance Policy" below. Neither the primary mortgage insurance         
policies nor any pool insurance policy will insure against certain losses       
sustained in the event of a personal bankruptcy of the borrower under a         
Mortgage Loan. See "Legal Aspects of Loans." These losses will be covered to    
the extent described in the prospectus supplement by the bankruptcy bond or     
other credit support, if any.                                                   

 To the extent that the primary mortgage insurance policies do not cover all
losses on a defaulted or foreclosed Mortgage Loan, and to the extent these      
losses are not covered by the pool insurance policy, Environmental Policy or    
other credit support for the related series, any losses would affect payments   
to securityholders. In addition, the pool insurance policy and primary          
mortgage insurance policies do not provide coverage against hazard losses. See  
"--Hazard Insurance on the Loans" below. Certain hazard risks will not be       
insured and the occurrence of hazards could adversely affect payments to        
securityholders. For a general description of Environmental Policies, see       
"Maintenance of Insurance Policies and Other Servicing                          
Procedures--Environmental Insurance."                                           

Primary Mortgage Insurance                                                

Although the terms and conditions of primary mortgage insurance vary, the 
amount of a claim for benefits under a primary mortgage insurance policy        
covering a Mortgage Loan (referred to as the "Insured Loss") generally will     
consist of the insured percentage (typically ranging from 12% to 25%) of the    
unpaid principal amount of the covered Mortgage Loan and accrued and unpaid     
interest thereon and reimbursement of certain expenses, less:                   

o all rents or other payments collected or received by the insured (other 
than the proceeds of hazard insurance) that are derived from or in any
way related to the Mortgaged Property;                                

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 o hazard insurance proceeds in excess of the amount required to restore the
  mortgaged property and which have not been applied to the payment of the
Mortgage Loan;                                                        

o amounts expended but not approved by the mortgage insurer;              

o claim payments previously made by the mortgage insurer; and             

o unpaid premiums.                                                        

Primary mortgage insurance policies reimburse certain losses sustained by 
reason of defaults in payments by borrowers. Primary mortgage insurance         
policies will not insure against, and exclude from coverage, a loss sustained   
by reason of a default arising from or involving certain matters, including:    

o fraud or negligence in origination or servicing of the Mortgage Loans,  
  including misrepresentation by the originator, borrower or other persons
involved in the origination of the Mortgage Loan;                     

o failure to construct the Mortgaged Property subject to the Mortgage Loan
in accordance with specified plans;                                   

o physical damage to the Mortgaged Property; and                          

o the related servicer not being approved as a servicer by the mortgage   
insurer.                                                              

Primary mortgage insurance policies generally contain provisions          
substantially as follows: (1) under the policy, a claim includes unpaid         
principal, accrued interest at the applicable loan interest rate to the date    
of filing of a claim thereunder and certain advances (with a limitation on      
attorneys' fees for foreclosures of 3% of the unpaid principal balance and      
accumulated delinquent interest) described below; (2) when a claim is           
presented, the mortgage insurer will have the option of paying the claim in     
full and taking title to the property and arranging for the sale thereof or     
paying the insured percentage of the claim and allowing the insured to retain   
title to the property; (3) unless earlier directed by the mortgage insurer,     
claims must be made within a specified period of time (typically, 60 days)      
after the insured has acquired good and marketable title to the property; and   
(4) a claim must be paid within a specific period of time (typically, 60 days)  
after the claim is accepted by the mortgage insurer.                            

As conditions precedent to the filing of or payment of a claim under a    
primary mortgage insurance policy covering a Mortgage Loan, the insured will    
be required to:                                                                 

o advance or discharge all hazard insurance policy premiums, and as       
necessary and approved in advance by the mortgage insurer, (1) real   
  estate property taxes, (2) all expenses required to maintain the related
Mortgaged Property in at least as good a condition as existed at the  
effective date of the primary mortgage insurance policy, ordinary wear
and tear excepted, (3) Mortgaged Property sales expenses, (4) any     
 outstanding liens (as defined in the primary mortgage insurance policy)
on the Mortgaged Property and (5) foreclosure costs, including court  
costs and reasonable attorneys' fees;                                 

o in the event of any physical loss or damage to the Mortgaged Property,  
   restore and repair the Mortgaged Property to at least as good a condition
as existed at the effective date of the primary mortgage insurance    
policy, ordinary wear and tear excepted; and                          

o tender to the mortgage insurer good and marketable title to and         
possession of the Mortgaged Property.                                 

Other provisions and conditions of each primary mortgage insurance policy 
covering a Mortgage Loan will generally include that:                           

o no change may be made in the terms of the Mortgage Loan without the     
consent of the mortgage insurer;                                      

 o written notice must be given to the mortgage insurer within 10 days after
   the insured becomes aware that a borrower is delinquent in the payment of
a sum equal to the aggregate of two Scheduled Payments due under the  
 Mortgage Loan or that any proceedings affecting the borrower's interest
   in the Mortgaged Property securing the Mortgage Loan have been commenced,
and thereafter the insured must report monthly to the mortgage insurer
the status of any Mortgage Loan until the Mortgage Loan is brought    
current, the proceedings are terminated or a claim is filed;          

o the mortgage insurer will have the right to purchase the Mortgage Loan, 
 at any time subsequent to the 10 days' notice described above and prior
 to the commencement of foreclosure proceedings, at a price equal to the
unpaid                                                                

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principal amount of the Mortgage Loan plus accrued and unpaid interest
   thereon at the applicable Mortgage Rate and reimbursable amounts expended
 by the insured for the real estate taxes and fire and extended coverage
  insurance on the Mortgaged Property for a period not exceeding 12 months
and less the sum of any claim previously paid under the policy with   
  respect to the Mortgage Loan and any due and unpaid premium with respect
to the policy;                                                        

o the insured must commence proceedings at certain times specified in the 
  policy and diligently proceed to obtain good and marketable title to and
possession of the mortgaged property;                                 

o the insured must notify the mortgage insurer of the institution of any  
   proceedings, provide it with copies of documents relating thereto, notify
the mortgage insurer of the price amounts specified above at least 15 
  days prior to the sale of the Mortgaged Property by foreclosure, and bid
that amount unless the mortgage insurer specifies a lower or higher   
amount; and                                                           

o the insured may accept a conveyance of the Mortgaged Property in lieu of
 foreclosure with written approval of the mortgage insurer, provided the
   ability of the insured to assign specified rights to the mortgage insurer
  are not thereby impaired or the specified rights of the mortgage insurer
are not thereby adversely affected.                                   

 The mortgage insurer will be required to pay to the insured either: (1) the
insured percentage of the loss; or (2) at its option under certain of the       
primary mortgage insurance policies, the sum of the delinquent Scheduled        
Payments plus any advances made by the insured, both to the date of the claim   
payment, and thereafter, Scheduled Payments in the amount that would have       
become due under the Mortgage Loan if it had not been discharged plus any       
advances made by the insured until the earlier of (a) the date the Mortgage     
Loan would have been discharged in full if the default had not occurred, or     
(b) an approved sale. Any rents or other payments collected or received by the  
insured that are derived from or are in any way related to the mortgaged        
property will be deducted from any claim payment.                               

FHA Insurance and VA Guaranty                                             

 The benefits of the FHA insurance and VA guaranty are limited, as described
below. To the extent that amounts payable under the applicable policy are       
insufficient to cover losses in respect of the related Mortgage Loan, any loss  
in excess of the applicable credit enhancement will be borne by                 
securityholders.                                                                

Under both the FHA and VA programs the master servicer or servicer must   
follow certain prescribed procedures in submitting claims for payment. Failure  
to follow procedures could result in delays in receipt of the amount of         
proceeds collected in respect of any liquidated Mortgage Loan under the         
applicable FHA insurance or VA guaranty ("FHA/VA Claim Proceeds") and           
reductions in FHA/VA Claim Proceeds received.                                   

FHA, a division of HUD, is responsible for administering federal mortgage 
insurance programs authorized under the Federal Housing Act of 1934, as         
amended, and the United States Housing Act of 1937, as amended. FHA Mortgage    
Loans are insured under various FHA programs including the standard FHA 203(b)  
program to finance the acquisition of one- to four-family housing units and     
the FHA 245 graduated payment mortgage program as well as to refinance an       
existing insured mortgage. These programs generally limit the principal amount  
of the mortgage loans insured. Mortgage loans originated prior to October 21,   
1998, and insured by the FHA generally require a minimum down payment of        
approximately 3% to 5% of the acquisition cost, which includes the lesser of    
the appraised value or sales price, plus eligible closing costs, subject to a   
maximum loan-to-value ratio of approximately 97%. Mortgage loans originated on  
or after October 21, 1998, and insured by the FHA generally require a minimum   
cash investment of 3% of the lesser of appraised value or sales price, subject  
to a maximum loan-to-value ratio (generally, approximately 97.75%) that is      
determined based on the loan amount and the state in which the mortgaged        
property is located.                                                            

The monthly or periodic insurance premiums for FHA Mortgage Loans will be 
collected by the master servicer or servicer and paid to FHA. The regulations   
governing FHA single-family mortgage insurance programs provide that insurance  
benefits are payable upon foreclosure (or other acquisition or possession) and  
in general, conveyance of the mortgaged property to HUD. With respect to a      
defaulted FHA Mortgage Loan, a master servicer or servicer is limited in its    
ability to initiate foreclosure proceedings. When it is determined by a master  
servicer or servicer or HUD that default was caused by circumstances beyond     
the borrower's control, the master servicer or servicer is expected to make an  
effort to avoid foreclosure by entering, if feasible, into one of a number of   
available forms of forbearance plans with the borrower. Relief may involve the  
reduction or suspension of Scheduled Payments for a specified period, which     
payments are to be made up on or before the maturity date of the Mortgage       
Loan, or the rescheduling or other adjustment of                                

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payments due under the Mortgage Loan up to or beyond the scheduled maturity     
date. In addition, when a default caused by specified circumstances is          
accompanied by certain other factors, HUD may provide relief by making          
payments to a master servicer or servicer in partial or full satisfaction of    
amounts due under the Mortgage Loan (which payments, under certain              
circumstances, are to be repaid by the borrower to HUD). With certain           
exceptions, at least three full installments must be due and unpaid under the   
Mortgage Loan before a master servicer or servicer may initiate foreclosure     
proceedings.                                                                    

HUD terminated its assignment program for borrowers, effective April 25,  
1996. Borrowers who did not request the assignment of their mortgage to HUD     
prior to that date are ineligible for consideration. Under this terminated      
program, HUD previously accepted assignment of defaulted mortgages and paid     
insurance benefits to lenders. The program was available only to eligible       
borrowers whose default was caused by circumstances beyond their control.       

On March 20, 1998, an Illinois Federal District Court in Ferrell v. United
States Department of Housing and Urban Development (N.D. Ill. (No. 73C 334))    
granted a preliminary injunction requiring HUD to reinstate the assignment      
program or an equivalent substitute. Plaintiffs in Ferrell have alleged that    
HUD is required to maintain the program pursuant to the terms of prior court    
order. It is difficult to assess what effect, if any, the final outcome of the  
Ferrell litigation will have on FHA claim policies or procedures and what       
effect changes in these policies or procedures, if any are made, will have on   
the servicing of FHA Mortgage Loans.                                            

HUD has the option, in most cases, to pay insurance claims in cash or in  
debentures issued by HUD. Current practice is to pay claims in cash, and        
claims have not been paid in debentures since 1965. HUD debentures issued in    
satisfaction of FHA insurance claims bear interest at the applicable HUD        
debenture interest rate. The related master servicer or servicer will be        
obligated to purchase any such debenture issued in satisfaction of a defaulted  
FHA Mortgage Loan for an amount equal to the principal balance of the           
debenture.                                                                      

The amount of insurance benefits generally paid by the FHA is equal to the
unpaid principal balance of the defaulted mortgage loan, plus amounts to        
reimburse the mortgagee for certain costs and expenses, less certain amounts    
received or retained by the mortgagee after default. When entitlement to        
insurance benefits results from foreclosure (or other acquisition of            
possession) and conveyance to HUD, the mortgagee is compensated for no more     
than two-thirds of its foreclosure costs, and for interest accrued and unpaid   
from a date 60 days after the borrower's first uncorrected failure to perform   
any obligation or make any payment due under the mortgage loan and, upon        
assignment, interest from the date of assignment to the date of payment of the  
claim, in each case at the applicable HUD debenture interest rate, provided     
all applicable HUD requirements have been met.                                  

Although FHA insurance proceeds include accrued and unpaid interest on the
defaulted mortgage loan, the amount of interest paid may be substantially less  
than accrued interest. As described above, FHA will reimburse interest at the   
applicable debenture interest rate, which will generally be lower than the      
Mortgage Rate on the related Mortgage Loan. Negative interest spread between    
the debenture rate and the Mortgage Rate, as well as the failure of FHA         
insurance to cover the first 60 days of accrued and unpaid interest and all     
foreclosure expenses as described above, could result in losses to              
securityholders. The interest payable may be curtailed if a master servicer or  
servicer has not met FHA's timing requirements for certain actions during the   
foreclosure and conveyance process. When a master servicer or servicer exceeds  
the timing requirements and has not obtained an extension from FHA, FHA will    
pay interest only to the date the particular action should have been            
completed.                                                                      

 VA Mortgage Loans are partially guaranteed by the VA under the Servicemen's
Readjustment Act of 1944, as amended, which permits a veteran (or, in certain   
instances, the spouse of a veteran) to obtain a mortgage loan guaranty by the   
VA covering mortgage financing of the purchase of a one- to four-family         
dwelling unit or to refinance an existing guaranteed loan. The program          
requires no down payment from the purchaser and permits the guarantee of        
mortgage loans of up to 30 years' duration. The maximum guaranty that may be    
issued by the VA under a VA guaranteed mortgage loan depends upon the original  
principal balance of the mortgage loan. At present, the maximum guaranty that   
may be issued by the VA under a VA guaranteed mortgage loan is 50% of the       
unpaid principal balance of a loan of $45,000 or less, $22,500 for any loan of  
more than $45,000 but less than $56,250, to the lesser of $36,000 or 40% of     
the principal balance of a loan of $56,251 to $144,000, and, for loans of more  
than $144,000, the lesser of 25% of the principal balance of the mortgage loan  
or $60,000.                                                                     

With respect to a defaulted VA guaranteed mortgage loan, the mortgagee is,
absent exceptional circumstances, authorized to foreclose only after the        
default has continued for three months. Generally, a claim for the guarantee    
is                                                                              

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submitted after foreclosure and after the filing with the VA by the mortgagee   
of a notice of election to convey the related mortgaged property to the VA.     

In instances where the net value of the mortgaged property securing a VA  
guaranteed mortgage loan is less than the unguaranteed portion of the           
indebtedness outstanding (including principal, accrued interest and certain     
limited foreclosure costs and expenses) on the related mortgage loan, the VA    
may notify the mortgagee that it will not accept conveyance of the mortgaged    
property (a "No-Bid"). In the case of a No-Bid, the VA will pay certain         
guaranty benefits to the mortgagee and the mortgagee will generally take title  
to and liquidate the mortgaged property. The guaranty benefits payable by the   
VA in the case of a No-Bid will be an amount equal to the original guaranteed   
amount or, if less, the initial guarantee percentage multiplied by the          
outstanding indebtedness with respect to the defaulted mortgage loan. The       
amount of the guarantee decreases pro rata with any decrease in the amount of   
indebtedness (which may include accrued and unpaid interest and certain         
expenses of the mortgagee, including foreclosure expenses) up to the amount     
originally guaranteed.                                                          

When the mortgagee receives the VA's No-Bid instructions with respect to a
defaulted mortgage loan, the mortgagee has the right (but not the obligation)   
to waive or satisfy a portion of the indebtedness outstanding with respect to   
the defaulted mortgage loan by an amount that would cause the unguaranteed      
portion of the indebtedness (including principal, accrued interest and certain  
limited foreclosure costs and expenses) after giving effect to the reduction    
to be less than the net value of the mortgaged property securing the mortgage   
loan (a "Buydown"). In the case of a Buydown, the VA will accept conveyance of  
the mortgaged property and the mortgagee will suffer a loss to the extent of    
the indebtedness that was satisfied or waived in order to effect the Buydown,   
in addition to any other losses resulting from unreimbursed foreclosure costs   
and expenses and interest that may have accrued beyond the applicable VA cut-   
off date.                                                                       

  In the event the VA elects a No-Bid, the amount paid by the VA cannot exceed
the original guaranteed amount or, if less, the initial guarantee percentage    
multiplied by the outstanding indebtedness with respect to the defaulted        
Mortgage Loan. The amount of the guarantee decreases pro rata with any          
decrease in the amount of indebtedness, as described above. As a result of      
these limitations, losses associated with defaulted VA Mortgage Loans could be  
substantial.                                                                    

Pool Insurance Policy                                                     

If specified in the prospectus supplement, the master servicer will be    
required to maintain a pool insurance policy for the Loans in the trust fund    
on behalf of the trustee and the securityholders. See "Servicing of             
Loans--Maintenance of Insurance Policies and Other Servicing Procedures."       
Although the terms and conditions of pool insurance policies vary to some       
degree, the following describes material aspects of the policies generally.     

The prospectus supplement will describe any provisions of a pool insurance
policy that are materially different from those described below. It may also    
be a condition precedent to the payment of any claim under the pool insurance   
policy that the insured maintain a primary mortgage insurance policy that is    
acceptable to the pool insurer on all Mortgage Loans in the related trust fund  
that have Loan-to-Value Ratios at the time of origination in excess of 80% and  
that a claim under the primary mortgage insurance policy has been submitted     
and settled. FHA Insurance and VA Guarantees may be deemed to be acceptable     
primary insurance policies under the pool insurance policy.                     

 Assuming satisfaction of these conditions, the pool insurer will pay to the
insured the amount of the loss which will generally be:                         

 o the amount of the unpaid principal balance of the defaulted Mortgage Loan
immediately prior to the approved sale of the Mortgaged Property;     

 o the amount of the accumulated unpaid interest on the Mortgage Loan to the
date of claim settlement at the contractual rate of interest; and     

o advances made by the insured as described above less certain payments.  

An "approved sale" is:                                                    

o a sale of the Mortgaged Property acquired by the insured because of a   
default by the borrower to which the pool insurer has given prior     
approval;                                                             

o a foreclosure or trustee's sale of the Mortgaged Property at a price    
exceeding the maximum amount specified by the pool insurer;           

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o the acquisition of the Mortgaged Property under the primary mortgage    
insurance policy by the mortgage insurer; or                          

o the acquisition of the Mortgaged Property by the pool insurer.          

As a condition precedent to the payment of any loss, the insured must     
provide the pool insurer with good and marketable title to the Mortgaged        
Property. If any Mortgaged Property securing a defaulted Mortgage Loan is       
damaged and the proceeds, if any, from the related standard hazard insurance    
policy or the applicable special hazard insurance policy, if any, are           
insufficient to restore the damaged Mortgaged Property to a condition           
sufficient to permit recovery under the pool insurance policy, the master       
servicer will not be required to expend its own funds to restore the damaged    
property unless it determines that the restoration will increase the proceeds   
to the securityholders on liquidation of the Mortgage Loan after reimbursement  
of the master servicer for its expenses and that the expenses will be           
recoverable by it through liquidation proceeds or insurance proceeds.           

The original amount of coverage under the mortgage pool insurance policy  
will be reduced over the life of the Securities by the aggregate net dollar     
amount of claims paid less the aggregate net dollar amount realized by the      
pool insurer upon disposition of all foreclosed mortgaged properties covered    
thereby. The amount of claims paid includes certain expenses incurred by the    
master servicer as well as accrued interest at the applicable interest rate on  
delinquent Mortgage Loans to the date of payment of the claim. See "Legal       
Aspects of Loans." Accordingly, if aggregate net claims paid under a mortgage   
pool insurance policy reach the original policy limit, coverage under the       
mortgage pool insurance policy will lapse and any further losses will be borne  
by the trust fund, and thus will affect adversely payments on the Securities.   
In addition, the exhaustion of coverage under any mortgage pool insurance       
policy may affect the master servicer's or servicer's willingness or            
obligation to make Advances. If the master servicer or a servicer determines    
that an Advance in respect of a delinquent Loan would not be recoverable from   
the proceeds of the liquidation of the Loan or otherwise, it will not be        
obligated to make an advance respecting any delinquency since the Advance       
would not be ultimately recoverable by it. See "Servicing of Loans--Advances    
and Limitations Thereon."                                                       

Mortgage Insurance with Respect to Manufactured Home Loans                

A Manufactured Home Loan may be an FHA Loan or a VA Loan. Any primary     
mortgage or similar insurance and any pool insurance policy with respect to     
Manufactured Home Loans will be described in the prospectus supplement.         

HAZARD INSURANCE ON THE LOANS                                                   

Standard Hazard Insurance Policies                                        

The standard hazard insurance policies will provide for coverage at least 
equal to the applicable state standard form of fire insurance policy with       
extended coverage for property of the type securing the related Loans. In       
general, the standard form of fire and extended coverage policy will cover      
physical damage to or destruction of, the improvements on the property caused   
by fire, lightning, explosion, smoke, windstorm, hail, riot, strike and civil   
commotion, subject to the conditions and exclusions particularized in each      
policy. Because the standard hazard insurance policies relating to the Loans    
will be underwritten by different hazard insurers and will cover properties     
located in various states, the policies will not contain identical terms and    
conditions. The basic terms, however, generally will be determined by state     
law and generally will be similar. Most policies typically will not cover any   
physical damage resulting from war, revolution, governmental actions, floods    
and other water-related causes, earth movement (including earthquakes,          
landslides, and mudflows), nuclear reaction, wet or dry rot, vermin, rodents,   
insects or domestic animals, theft and, in certain cases, vandalism. The        
foregoing list is merely indicative of certain kinds of uninsured risks and is  
not intended to be all-inclusive. Uninsured risks not covered by a special      
hazard insurance policy or other form of credit support will adversely affect   
distributions to securityholders. When a property securing a Loan is located    
in a flood area identified by HUD pursuant to the Flood Disaster Protection     
Act of 1973, as amended, the master servicer will be required to cause flood    
insurance to be maintained with respect to the property, to the extent          
available.                                                                      

The standard hazard insurance policies covering properties securing Loans 
typically will contain a "coinsurance" clause which, in effect, will require    
the insured at all times to carry hazard insurance of a specified percentage    
(generally 80% to 90%) of the full replacement value of the dwellings,          
structures and other improvements on the Mortgaged Property in order to         
recover the full amount of any partial loss. If the insured's coverage falls    
below this specified percentage, the clause will provide that the hazard        
insurer's liability in the event of partial loss will not exceed the            

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greater of (1) the actual cash value (generally defined as the replacement      
cost at the time and place of loss, less physical depreciation) of the          
dwellings, structures and other improvements damaged or destroyed and (2) the   
proportion of the loss, without deduction for depreciation, as the amount of    
insurance carried bears to the specified percentage of the full replacement     
cost of the dwellings, structures and other improvements on the Mortgaged       
Property. Since the amount of hazard insurance to be maintained on the          
improvements securing the Loans declines as the principal balances owing        
thereon decrease, and since the value of residential real estate in the area    
where the Mortgaged Property is located fluctuates in value over time, the      
effect of this requirement in the event of partial loss may be that hazard      
insurance proceeds will be insufficient to restore fully the damage to the      
Mortgaged Property.                                                             

The depositor will not require that a standard hazard or flood insurance  
policy be maintained for any Cooperative Loan. Generally, the Cooperative is    
responsible for maintenance of hazard insurance for the property owned by the   
Cooperative and the tenant-stockholders of that Cooperative may not maintain    
individual hazard insurance policies. To the extent, however, that either the   
Cooperative or the related borrower do not maintain insurance, or do not        
maintain adequate coverage, or do not apply any insurance proceeds to the       
restoration of damaged property, then damage to the borrower's Cooperative      
Dwelling or the Cooperative's building could significantly reduce the value of  
the Mortgaged Property securing the related Cooperative Loan. Similarly, the    
depositor will not require that a standard hazard or flood insurance policy be  
maintained for any Condominium Loan. Generally, the Condominium Association is  
responsible for maintenance of hazard insurance for the Condominium Building    
(including the individual Condominium Units) and the owner(s) of an individual  
Condominium Unit may not maintain separate hazard insurance policies. To the    
extent, however, that either the Condominium Association or the related         
borrower do not maintain insurance, or do not maintain adequate coverage, or    
do not apply any insurance proceeds to the restoration of damaged property,     
then damage to the borrower's Condominium Unit or the related Condominium       
Building could significantly reduce the value of the Mortgaged Property         
securing the related Condominium Loan.                                          

Special Hazard Insurance Policy                                           

Although the terms of the policies vary to some degree, a special hazard  
insurance policy typically provides that, where there has been damage to        
property securing a defaulted or foreclosed Loan (title to which has been       
acquired by the insured) and to the extent the damage is not covered by the     
standard hazard insurance policy or any flood insurance policy, if applicable,  
required to be maintained with respect to the property, or in connection with   
partial loss resulting from the application of the coinsurance clause in a      
standard hazard insurance policy, the special hazard insurer will pay the       
lesser of (1) the cost of repair or replacement of the property and (2) upon    
transfer of the property to the special hazard insurer, the unpaid principal    
balance of the Loan at the time of acquisition of the property by foreclosure   
or deed in lieu of foreclosure, plus accrued interest to the date of claim      
settlement and certain expenses incurred by the master servicer or the          
servicer with respect to the property. If the unpaid principal balance plus     
accrued interest and certain expenses is paid by the special hazard insurer,    
the amount of further coverage under the special hazard insurance policy will   
be reduced by that amount less any net proceeds from the sale of the property.  
Any amount paid as the cost of repair of the property will reduce coverage by   
that amount. Special hazard insurance policies typically do not cover losses    
occasioned by war, civil insurrection, certain governmental actions, errors in  
design, faulty workmanship or materials (except under certain circumstances),   
nuclear reaction, flood (if the mortgaged property is in a federally            
designated flood area), chemical contamination and certain other risks.         

Restoration of the property with the proceeds described under (1) above is
expected to satisfy the condition under the pool insurance policy that the      
property be restored before a claim under the pool insurance policy may be      
validly presented with respect to the defaulted Loan secured by the property.   
The payment described under (2) above will render unnecessary presentation of   
a claim in respect of the Loan under the pool insurance policy. Therefore, so   
long as the pool insurance policy remains in effect, the payment by the         
special hazard insurer of the cost of repair or of the unpaid principal         
balance of the related Loan plus accrued interest and certain expenses will     
not affect the total insurance proceeds paid to holders of the Securities, but  
will affect the relative amounts of coverage remaining under the special        
hazard insurance policy and pool insurance policy.                              

Other Hazard-Related Insurance; Liability Insurance                       

With respect to Loans secured by Multifamily Property, certain additional 
insurance policies may be required with respect to the Multifamily Property;    
for example, general liability insurance for bodily injury or death and         
property damage occurring on the property or the adjoining streets and          
sidewalks, steam boiler coverage where a steam boiler or                        

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other pressure vessel is in operation, interest coverage insurance, and rent    
loss insurance to cover operating income losses following damage or             
destruction of the mortgaged property. With respect to a series for which       
Loans secured by Multifamily Property are included in the trust fund, the       
prospectus supplement will specify the required types and amounts of            
additional insurance and describe the general terms of the insurance and        
conditions to payment thereunder.                                               

BANKRUPTCY BOND                                                                 

In the event of a bankruptcy of a borrower, the bankruptcy court may      
establish the value of the property securing the related Loan at an amount      
less than the then outstanding principal balance of the Loan. The amount of     
the secured debt could be reduced to that value, and the holder of the Loan     
thus would become an unsecured creditor to the extent the outstanding           
principal balance of the Loan exceeds the value so assigned to the property by  
the bankruptcy court. In addition, certain other modifications of the terms of  
a Loan can result from a bankruptcy proceeding. See "Legal Aspects of Loans."   
If so provided in the prospectus supplement, the master servicer will obtain a  
bankruptcy bond or similar insurance contract (the "bankruptcy bond") for       
proceedings with respect to borrowers under the Bankruptcy Code. The            
bankruptcy bond will cover certain losses resulting from a reduction by a       
bankruptcy court of scheduled payments of principal of and interest on a Loan   
or a reduction by the court of the principal amount of a Loan and will cover    
certain unpaid interest on the amount of the principal reduction from the date  
of the filing of a bankruptcy petition.                                         

 The bankruptcy bond will provide coverage in the aggregate amount specified
in the prospectus supplement for all Loans in the Pool secured by single unit   
primary residences. This amount will be reduced by payments made under the      
bankruptcy bond in respect of the Loans, unless otherwise specified in the      
prospectus supplement, and will not be restored.                                

REPURCHASE BOND                                                                 

 If specified in the prospectus supplement, the depositor or master servicer
will be obligated to repurchase any Loan (up to an aggregate dollar amount      
specified in the prospectus supplement) for which insurance coverage is denied  
due to dishonesty, misrepresentation or fraud in connection with the            
origination or sale of the Loan. This obligation may be secured by a surety     
bond guaranteeing payment of the amount to be paid by the depositor or the      
master servicer.                                                                

THE AGREEMENTS

The following summaries describe certain material provisions of the       
Agreements. The summaries do not purport to be complete and are subject to,     
and qualified in their entirety by reference to, the provisions of the          
Agreements. Where particular provisions or terms used in the Agreements are     
referred to, these provisions or terms are as specified in the related          
Agreement.                                                                      

ISSUANCE OF SECURITIES                                                          

Securities representing interests in a trust fund, or an Asset Group, that
the trustee will elect to have treated as a REMIC or a grantor trust will be    
issued, and the related trust fund will be created, pursuant to a trust         
agreement between the depositor and the trustee. A series of Notes issued by a  
trust fund will be issued pursuant to an indenture between the related trust    
fund and an indenture trustee named in the prospectus supplement. In the case   
of a series of Notes, the trust fund and the depositor will also enter into a   
sale and collection agreement with the indenture trustee and the issuer.        

As applicable, the trust agreement, in the case of Certificates, and the  
indenture, together with the sale and collection agreement, in the case of      
Notes, are referred to as the "Agreements." In the case of a series of Notes,   
the trust fund will be established either as a statutory business trust under   
the law of the state specified in the prospectus supplement or as a common law  
trust under the law of the state specified in the prospectus supplement         
pursuant to a deposit trust agreement between the depositor and an owner        
trustee specified in the prospectus supplement relating to that series of       
Notes. The Primary Assets of a trust fund will be serviced in accordance with   
one or more underlying servicing agreements.                                    

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ASSIGNMENT OF PRIMARY ASSETS                                                    

General                                                                   

At the time of issuance, the depositor will transfer, convey and assign to
the trustee all right, title and interest of the depositor in the Primary       
Assets and other property to be included in the trust fund for a series. The    
assignment will include all principal and interest due on or with respect to    
the Primary Assets after the Cut-off Date specified in the prospectus           
supplement (except for any Retained Interests). The trustee will, concurrently  
with the assignment, execute and deliver the Securities.                        

Assignment of Private Mortgage-Backed Securities                          

The depositor will cause the Private Mortgage-Backed Securities to be     
registered in the name of the trustee or its nominee or correspondent. The      
trustee or its nominee or correspondent will have possession of any             
certificated Private Mortgage-Backed Securities. Unless otherwise specified in  
the prospectus supplement, the trustee will not be in possession of or be       
assignee of record of any underlying assets for a Private Mortgage-Backed       
Security. See "The Trust Funds--Private Mortgage-Backed Securities."            

Each Private Mortgage-Backed Security will be identified in a schedule    
appearing as an exhibit to the related Agreement (the "Mortgage Certificate     
Schedule"), which will specify the original principal amount, outstanding       
principal balance as of the Cut-off Date, annual pass-through rate or interest  
rate and maturity date for each Private Mortgage-Backed Security conveyed to    
the trustee. In the Agreement, the depositor will represent and warrant to the  
trustee regarding the Private Mortgage-Backed Securities:                       

 (1)  that the information contained in the Mortgage Certificate Schedule is
true and correct in all material respects;                                      

(2)  that, immediately prior to the conveyance of the Private Mortgage-   
Backed Securities, the depositor had good title thereto, and was the sole       
owner thereof, (subject to any Retained Interests);                             

 (3)  that there has been no other sale by it of the Private Mortgage-Backed
Securities; and                                                                 

(4)  that there is no existing lien, charge, security interest or other   
encumbrance (other than any Retained Interest) on the Private Mortgage-Backed   
Securities.                                                                     

Assignment of Mortgage Loans                                              

As specified in the prospectus supplement, the depositor will, as to each 
Mortgage Loan, deliver or cause to be delivered to the trustee, or a custodian  
on behalf of the trustee:                                                       

o the mortgage note endorsed without recourse to the order of the trustee 
or in blank;                                                          

o the original Mortgage with evidence of recording indicated thereon      
 (except for any Mortgage not returned from the public recording office,
 in which case a copy of the Mortgage will be delivered, together with a
certificate that the original of the Mortgage was delivered to the    
recording office); and                                                

o an assignment of the Mortgage in recordable form.                       

The trustee, or the custodian, will hold the documents in trust for the   
benefit of the securityholders.                                                 

If so specified in the prospectus supplement, the depositor will, at the  
time of delivery of the Securities, cause assignments to the trustee of the     
Mortgage Loans to be recorded in the appropriate public office for real         
property records, except in states where, in the opinion of counsel acceptable  
to the trustee, recording is not required to protect the trustee's interest in  
the Mortgage Loan. If specified in the prospectus supplement, the depositor     
will cause the assignments to be so recorded within the time after delivery of  
the Securities as is specified in the prospectus supplement, in which event,    
the Agreement may, as specified in the prospectus supplement, require the       
depositor to repurchase from the trustee any Mortgage Loan required to be       
recorded but not recorded within that time, at the price described below with   
respect to repurchase by reason of defective documentation. Unless otherwise    
provided in the prospectus supplement, the enforcement of the repurchase        
obligation would constitute the sole remedy available to the securityholders    
or the trustee for the failure of a Mortgage Loan to be recorded.               

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With respect to any Cooperative Loans, the depositor will cause to be     
delivered to the trustee, its agent, or a custodian, the related original       
cooperative note endorsed to the order of the trustee, the original security    
agreement, the proprietary lease or occupancy agreement, the recognition        
agreement, an executed financing agreement and the relevant stock certificate   
and related blank stock powers. The depositor will file in the appropriate      
office an assignment and a financing statement evidencing the trustee's         
security interest in each Cooperative Loan.                                     

  The trustee, its agent, or a custodian will review the documents relating to
each Mortgage Loan within the time period specified in the related Agreement    
after receipt thereof, and the trustee will hold the documents in trust for     
the benefit of the securityholders. Unless otherwise specified in the           
prospectus supplement, if any document is found to be missing or defective in   
any material respect, the trustee (or the custodian) will notify the master     
servicer and the depositor, and the master servicer will notify the party (the  
"Seller") from which the depositor, or an affiliate thereof, purchased the      
Mortgage Loan.                                                                  

If the Seller cannot cure the omission or defect within the time period   
specified in the related Agreement after receipt of notice, the Seller will be  
obligated to purchase the related Mortgage Loan from the trustee at the         
Purchase Price or, if specified in the prospectus supplement, replace the       
Mortgage Loan with another mortgage loan that meets certain requirements set    
forth therein. We cannot assure you that a Seller will fulfill this purchase    
obligation. Although the master servicer may be obligated to enforce the        
obligation to the extent described above under "Loan Underwriting Procedures    
and Standards--Representations and Warranties," neither the master servicer     
nor the depositor will be obligated to purchase the Mortgage Loan if the        
Seller defaults on its purchase obligation, unless the breach also constitutes  
a breach of the representations or warranties of the master servicer or the     
depositor, as the case may be. Unless otherwise specified in the prospectus     
supplement, this purchase obligation constitutes the sole remedy available to   
the securityholders or the trustee for omission of, or a material defect in,    
any document.                                                                   

Notwithstanding the foregoing provisions, with respect to a trust fund for
which a REMIC election is to be made, unless the prospectus supplement          
otherwise provides, no purchase of a Mortgage Loan will be made if the          
purchase would result in a prohibited transaction under the Code.               

 Each Mortgage Loan will be identified in a schedule appearing as an exhibit
to the related Agreement (the "Mortgage Loan Schedule"). The Mortgage Loan      
Schedule will specify the number of Mortgage Loans that are Cooperative Loans   
and, with respect to each Mortgage Loan: the original principal amount and      
unpaid principal balance as of the Cut-off Date; the current interest rate;     
the current Scheduled Payment of principal and interest; the maturity date of   
the related mortgage note; if the Mortgage Loan is an ARM, the Lifetime         
Mortgage Rate Cap, if any, and the current Index; and, if the Mortgage Loan is  
a GPM Loan, a GEM Loan, a Buy-Down Loan or a Mortgage Loan with other than      
fixed Scheduled Payments and level amortization, the terms thereof.             

Assignment of Manufactured Home Loans                                     

  The depositor will cause any Manufactured Home Loans included in the Primary
Assets for a series of Securities to be assigned to the trustee, together with  
principal and interest due on or with respect to the Manufactured Home Loans    
after the Cut-off Date specified in the prospectus supplement. Each             
Manufactured Home Loan will be identified in a loan schedule (the               
"Manufactured Home Loan Schedule") appearing as an exhibit to the related       
Agreement. The Manufactured Home Loan Schedule will specify, with respect to    
each Manufactured Home Loan, among other things: the original principal         
balance and the outstanding principal balance as of the close of business on    
the Cut-off Date; the interest rate; the current Scheduled Payment of           
principal and interest; and the maturity date of the Manufactured Home Loan.    

  In addition, with respect to each Manufactured Home Loan, the depositor will
deliver or cause to be delivered to the trustee, or, as specified in the        
prospectus supplement, the custodian, the original Manufactured Home Loan       
agreement and copies of documents and instruments related to each Manufactured  
Home Loan and the security interest in the Manufactured Home securing each      
Manufactured Home Loan. To give notice of the right, title and interest of the  
securityholders to the Manufactured Home Loans, the depositor will cause a      
UCC-1 financing statement to be filed identifying the trustee as the secured    
party and identifying all Manufactured Home Loans as collateral. Unless         
otherwise specified in the prospectus supplement, the Manufactured Home Loans   
agreements will not be stamped or otherwise marked to reflect their assignment  
from the depositor to the trustee. Therefore, if a subsequent purchaser were    
able to take physical possession of the Manufactured Home Loans agreements      
without notice of the assignment, the interest of                               

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the securityholders in the Manufactured Home Loans could be defeated. See       
"Legal Aspects of Loans--Manufactured Home Loans."                              

Assignment of Participation Certificates                                  

The depositor will cause any certificates evidencing a participation      
interest in a Loan or a pool of loans ("Participation Certificates") obtained   
under a participation agreement to be assigned to the trustee by delivering to  
the trustee the Participation Certificates, which will be reregistered in the   
name of the trustee. Unless otherwise specified in the prospectus supplement,   
the trustee will not be in possession of or be assignee of record with respect  
to the Loans represented by any Participation Certificate. Each Participation   
Certificate will be identified in a "Participation Certificate Schedule" which  
will specify the original principal balance, outstanding principal balance as   
of the Cut-off Date, pass-through rate and maturity date for each               
Participation Certificate. In the related Agreement, the depositor will         
represent and warrant to the trustee regarding each Participation Certificate:  

o that the information contained in the Participation Certificate Schedule
is true and correct in all material respects;                         

o that, immediately prior to the conveyance of the Participation          
 Certificates, the depositor had good title to and was sole owner of the
Participation Certificates;                                           

o that there has been no other sale by it of the Participation            
Certificates; and                                                     

 o that the Participation Certificates are not subject to any existing lien,
 charge, security interest or other encumbrance (other than any Retained
Interests).                                                           

REPURCHASE AND SUBSTITUTION OF NON-CONFORMING LOANS                             

Unless otherwise provided in the prospectus supplement, if any document in
the Loan file delivered by the depositor to the trustee is found by the         
trustee within 45 days of the execution of the related Agreement, or any other  
time period specified in the prospectus supplement for the related series, (or  
promptly after the trustee's receipt of any document permitted to be delivered  
after the closing date of the issuance of the series) to be defective in any    
material respect and the depositor does not cure the defect within 90 days, or  
any other period specified in the prospectus supplement, the depositor will,    
not later than 90 days, or any other period specified in the prospectus         
supplement, after the trustee's notice to the depositor or the master           
servicer, as the case may be, of the defect, repurchase the related Mortgage    
Loan or any property acquired in respect thereof from the trustee.              

Unless otherwise specified in the prospectus supplement, the repurchase   
price will be generally equal to (a) the lesser of (1) the outstanding          
principal balance of the Mortgage Loan (or, in the case of a foreclosed         
Mortgage Loan, the outstanding principal balance of the Mortgage Loan           
immediately prior to foreclosure) and (2) the trust fund's federal income tax   
basis in the Mortgage Loan, and (b) accrued and unpaid interest to the date of  
the next scheduled payment on the Mortgage Loan at the related Interest Rate    
(less any unreimbursed Advances respecting the Mortgage Loan), provided,        
however, the purchase price will not be limited in (1) above to the trust       
fund's federal income tax basis if the repurchase at a price equal to the       
outstanding principal balance of the Mortgage Loan will not result in any       
prohibited transaction tax under Section 860F(a) of the Code.                   

If provided in the prospectus supplement, the depositor may, rather than  
repurchase the Loan as described above, remove the Loan from the trust fund     
(the "Deleted Loan") and substitute in its place one or more other Loans        
(each, a "Qualifying Substitute Mortgage Loan") provided, however, that (1)     
with respect to a trust fund for which no REMIC election is made, the           
substitution must be effected within 120 days of the date of initial issuance   
of the Securities and (2) with respect to a trust fund for which a REMIC        
election is made, the substitution must be made within two years of the date.   

Any Qualifying Substitute Mortgage Loan will have, on the date of         
substitution, the characteristics specified in the applicable Agreement,        
generally including (1) an outstanding principal balance, after deduction of    
all Scheduled Payments due in the month of substitution, not in excess of the   
outstanding principal balance of the Deleted Loan (the amount of any shortfall  
to be deposited to the Distribution Account in the month of substitution for    
distribution to securityholders), (2) an interest rate not less than (and not   
more than 2% greater than) the interest rate of the Deleted Loan, (3) a         
remaining term-to-stated maturity not greater than (and not more than two       
years less than) that of the Deleted                                            

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Loan, and will comply with all of the representations and warranties set forth  
in the applicable agreement as of the date of substitution.                     

 Unless otherwise provided in the prospectus supplement, the above-described
cure, repurchase or substitution obligations constitute the sole remedies       
available to the securityholders or the trustee for a material defect in a      
Loan document.                                                                  

The depositor or another entity will make representations and warranties  
with respect to Loans that comprise the Primary Assets for a series. See "Loan  
Underwriting Procedures and Standards--Representations and Warranties" above.   
If the depositor or such entity cannot cure a breach of any representations     
and warranties in all material respects within 90 days after notification by    
the trustee of the breach, and if the breach is of a nature that materially     
and adversely affects the value of the Loan, the depositor or such entity is    
obligated to repurchase the affected Loan or, if provided in the prospectus     
supplement, provide a Qualifying Substitute Mortgage Loan therefor, subject to  
the same conditions and limitations on purchases and substitutions as           
described above. The depositor's only source of funds to effect any cure,       
repurchase or substitution will be through the enforcement of the               
corresponding obligations of the responsible originator or seller of the        
Loans.                                                                          

REPORTS TO SECURITYHOLDERS                                                      

The trustee will prepare and forward to each securityholder on each       
Distribution Date, or as soon thereafter as is practicable, a statement         
setting forth, to the extent applicable to any series, among other things:      

(1)  with respect to a series (a) other than a Multi-Class Series, the    
amount of the distribution allocable to principal on the Primary Assets,        
separately identifying the aggregate amount of any principal prepayments        
included therein and the amount, if any, advanced by the master servicer or by  
a servicer or (b) that is a Multi-Class Series, the amount of the principal     
distribution in reduction of stated principal amount (or Compound Value) of     
each class and the aggregate unpaid principal amount (or Compound Value) of     
each class following the distribution;                                          

(2)  with respect to a series (a) other than a Multi-Class Series, the    
amount of the distribution allocable to interest on the Primary Assets and the  
amount, if any, advanced by the master servicer or a servicer or (b) that is    
not a Multi-Class Series, the amount of the interest distribution;              

(3)  the amount of servicing compensation with respect to the Principal   
Assets and paid during the Due Period commencing on the Due Date to which the   
distribution relates and the amount of servicing compensation during that       
period attributable to penalties and fees;                                      

 (4)  the aggregate outstanding principal balance of the Principal Assets as
of the opening of business on the Due Date, after giving effect to              
distributions allocated to principal and reported under (1) above;              

(5)  the aggregate outstanding principal amount of the Securities of the  
related series as of the Due Date, after giving effect to distributions         
allocated to principal reported under (1) above;                                

(6)  with respect to Compound Interest Securities, prior to the Accrual   
Termination Date in addition to the information specified in (1)(b) above, the  
amount of interest accrued on the Securities during the related interest        
accrual period and added to the Compound Value thereof;                         

(7)  in the case of Floating Rate Securities, the Floating Rate applicable
to the distribution being made;                                                 

(8)  if applicable, the amount of any shortfall (i.e., the difference     
between the aggregate amounts of principal and interest which securityholders   
would have received if there were sufficient eligible funds in the              
Distribution Account and the amounts actually distributed);                     

(9)  if applicable, the number and aggregate principal balances of Loans  
delinquent for (A) two consecutive payments and (B) three or more consecutive   
payments, as of the close of the business on the determination date to which    
the distribution relates;                                                       

(10)  if applicable, the value of any REO Property acquired on behalf of  
securityholders through foreclosure, grant of a deed in lieu of foreclosure or  
repossession as of the close of the business on the Business Day preceding the  
Distribution Date to which the distribution relates;                            

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  (11)  the amount of any withdrawal from any applicable reserve fund included
in amounts actually distributed to securityholders and the remaining balance    
of each reserve fund (including any Subordinated Reserve Fund), if any, on the  
Distribution Date, after giving effect to distributions made on that date; and  

(12)  any other information as specified in the related Agreement.        

In addition, within a reasonable period of time after the end of each     
calendar year the trustee, unless otherwise specified in the prospectus         
supplement, will furnish to each securityholder of record at any time during    
the calendar year: (a) the aggregate of amounts reported pursuant to (1)        
through (4), (6) and (8) above for the calendar year and (b) the information    
specified in the related Agreement to enable securityholders to prepare their   
tax returns including, without limitation, the amount of original issue         
discount accrued on the Securities, if applicable. Information in the           
Distribution Date and annual reports provided to the securityholders will not   
have been examined and reported upon by an independent public accountant.       
However, the master servicer will provide to the trustee a report by            
independent public accountants with respect to the master servicer's servicing  
of the Loans. See "Servicing of Loans--Evidence as to Compliance."              

INVESTMENT OF FUNDS                                                             

The Distribution Account, Collection Account or Custodial Account, if any,
and any other funds and accounts for a series that may be invested by the       
trustee or by the master servicer (or by the servicer, if any), can be          
invested only in "Eligible Investments" acceptable to each Rating Agency,       
which may include, without limitation:                                          

o direct obligations of, and obligations fully guaranteed as to timely    
payment of principal and interest by, the United States of America,   
Freddie Mac, Fannie Mae or any agency or instrumentality of the United
  States of America, the obligations of which are backed by the full faith
and credit of the United States of America;                           

o demand and time deposits, certificates of deposit or bankers'           
acceptances;                                                          

o repurchase obligations pursuant to a written agreement with respect to  
any security described in the first clause above;                     

o securities bearing interest or sold at a discount issued by any         
 corporation incorporated under the laws of the United States of America
or any state;                                                         

o commercial paper (including both non-interest-bearing discount          
obligations and interest-bearing obligations payable on demand or on a
specified date not more than one year after the date of issuance      
thereof);                                                             

o a guaranteed investment contract issued by an entity having a credit    
rating acceptable to each Rating Agency; and                          

 o any other demand, money market or time deposit or obligation, security or
 investment as would not adversely affect the then current rating by the
Rating Agencies.                                                      

  Funds held in a reserve fund or Subordinated Reserve Fund may be invested in
certain eligible reserve fund investments which may include Eligible            
Investments, mortgage loans, mortgage pass-through or participation             
securities, mortgage-backed bonds or notes or other investments to the extent   
specified in the prospectus supplement ("Eligible Reserve Fund Investments").   

 Eligible Investments or Eligible Reserve Fund Investments with respect to a
series will include only obligations or securities that mature on or before     
the date on which the amounts in the Collection Account are required to be      
remitted to the trustee and amounts in the Distribution Account, any Reserve    
Fund or the Subordinated Reserve Fund for the related series are required or    
may be anticipated to be required to be applied for the benefit of              
securityholders of the series.                                                  

If so provided in the prospectus supplement, the reinvestment income from 
the Subordination Reserve Fund, other Reserve Fund, Servicing Account,          
Collection Account or the Distribution Account may be property of the master    
servicer or a servicer and not available for distributions to securityholders.  
See "Servicing of Loans."                                                       

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EVENT OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT                                  

Trust Agreement                                                           

  As specified in the prospectus supplement, events of default under the trust
agreement for a series of Certificates include:                                 

 o any failure by the master servicer or servicer to distribute or remit any
   required payment that continues unremedied for five business days (or any
shorter period as is specified in the applicable agreement) after the 
giving of written notice of the failure to the master servicer or     
   servicer by the trustee for the related series, or to the master servicer
  or servicer and the trustee by the holders of Certificates of the series
evidencing not less than a specified percentage of the aggregate      
outstanding principal amount of the Certificates for the series;      

 o any failure by the master servicer or servicer duly to observe or perform
 in any material respect any other of its covenants or agreements in the
  trust agreement that continues unremedied for a specified number of days
  after the giving of written notice of the failure to the master servicer
   or servicer by the trustee, or to the master servicer or servicer and the
 trustee by the holders of Certificates of the related series evidencing
not less than 25% of the aggregate outstanding principal amount of the
Certificates; and                                                     

 o certain events in insolvency, readjustment of debt, marshalling of assets
  and liabilities or similar proceedings and certain actions by the master
servicer or servicer indicating its insolvency, reorganization or     
inability to pay its obligations.                                     

 So long as an Event of Default remains unremedied under the trust agreement
for a series, the trustee for the related series or holders of Certificates of  
the series evidencing not less than a specified percentage of the aggregate     
outstanding principal amount of the Certificates for the series may terminate   
all of the rights and obligations of the master servicer as servicer under the  
trust agreement and in and to the Mortgage Loans (other than its right to       
recovery of other expenses and amounts advanced pursuant to the terms of the    
trust agreement which rights the master servicer will retain under all          
circumstances), whereupon the trustee will succeed to all the                   
responsibilities, duties and liabilities of the master servicer under the       
trust agreement and will be entitled to reasonable servicing compensation not   
to exceed the applicable servicing fee, together with other servicing           
compensation in the form of assumption fees, late payment charges or otherwise  
as provided in the trust agreement.                                             

In the event that the trustee is unwilling or unable so to act, it may    
select, or petition a court of competent jurisdiction to appoint, a housing     
and home finance institution, bank or mortgage servicing institution with a     
net worth of at least $15,000,000 to act as successor master servicer under     
the provisions of the trust agreement relating to the servicing of the          
Mortgage Loans. The successor master servicer would be entitled to reasonable   
servicing compensation in an amount not to exceed the Servicing Fee as set      
forth in the prospectus supplement, together with the other servicing           
compensation in the form of assumption fees, late payment charges or            
otherwise, as provided in the trust agreement.                                  

  During the continuance of any event of default under the trust agreement for
a series, the trustee for that series will have the right to take action to     
enforce its rights and remedies and to protect and enforce the rights and       
remedies of the Certificateholders of that series, and holders of Certificates  
evidencing not less than a specified percentage of the aggregate outstanding    
principal amount of the Certificates for that series may direct the time,       
method and place of conducting any proceeding for any remedy available to the   
trustee or exercising any trust or power conferred upon that trustee. However,  
the trustee will not be under any obligation to pursue any remedy or to         
exercise any of the trusts or powers unless the Certificateholders have         
offered the trustee reasonable security or indemnity against the cost,          
expenses and liabilities that may be incurred by the trustee therein or         
thereby. Also, the trustee may decline to follow the direction if the trustee   
determines that the action or proceeding so directed may not lawfully be taken  
or would involve it in personal liability or be unjustly prejudicial to the     
non-assenting Certificateholders.                                               

No holder of a series of Certificates, solely by virtue of that holder's  
status as a Certificateholder, will have any right under the trust agreement    
for the related series to institute any proceeding with respect to the trust    
agreement, unless that holder previously has given to the trustee for that      
series written notice of default and unless the holders of Certificates         
evidencing not less than a specified percentage of the aggregate outstanding    
principal amount of the Certificates for that series have made written request  
upon the trustee to institute a proceeding in its own name as trustee           
thereunder and have offered to the trustee reasonable indemnity, and the        
trustee for a specified number of days has neglected or refused to institute    
such a proceeding.                                                              

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Indenture                                                                 

As specified in the prospectus supplement, events of default under the    
indenture for each series of Notes generally include:                           

o a default for a specified number of days in the payment of any interest 
or installment of principal on a Note of that series, to the extent   
  specified in the prospectus supplement, or the default in the payment of
the principal of any Note at the Note's maturity;                     

o failure to perform in any material respect any other covenant of the    
trust in the indenture that continues for a specified number of days  
  after notice is given in accordance with the procedures described in the
prospectus supplement;                                                

 o any failure to observe or perform any covenant or agreement of the trust,
 or any representation or warranty made by the trust in the indenture or
 in any certificate or other writing delivered pursuant or in connection
with the series having been incorrect in a material respect as of the 
   time made, and that breach is not cured within a specified number of days
  after notice is given in accordance with the procedures described in the
prospectus supplement;                                                

o certain events of bankruptcy, insolvency, receivership or liquidation of
the trust; or                                                         

 o any other event of default provided with respect to Notes of that series.

If an event of default with respect to the Notes of any series at the time
outstanding occurs and is continuing, subject to the terms of the indenture,    
either the trustee or the holders of a specified percentage of the then         
aggregate outstanding amount of the Notes of the series may declare the         
principal amount or, if the Notes of that series are zero coupon securities,    
that portion of the principal amount as may be specified in the terms of that   
series, of all the Notes of the series to be due and payable immediately. That  
declaration may, under certain circumstances, be rescinded and annulled by the  
holders of a specified percentage in aggregate outstanding amount of the Notes  
of that series.                                                                 

If, following an event of default with respect to any series of Notes, the
Notes of that series have been declared to be due and payable, the trustee      
may, in its discretion, notwithstanding any acceleration, elect to maintain     
possession of the collateral securing the Notes of the series and to continue   
to apply distributions on the collateral as if there had been no declaration    
of acceleration if the collateral continues to provide sufficient funds for     
the payment of principal and interest on the Notes of that series as they       
would have become due if there had not been a declaration of acceleration. In   
addition, the trustee may not sell or otherwise liquidate the collateral        
securing the Notes of a series following an event of default, unless:           

 o the holders of 100% (or any other percentages specified in the indenture)
   of the then aggregate outstanding amount of the Notes (or certain classes
of Notes) of the series consent to the sale;                          

 o the proceeds of the sale or liquidation are sufficient to pay in full the
  principal and accrued interest, due and unpaid, on the outstanding Notes
of the series at the date of the sale; or                             

o the trustee determines that the collateral would not be sufficient on an
ongoing basis to make all payments on the Notes as the payments would 
 have become due if the Notes had not been declared due and payable, and
  the trustee obtains the consent of the holders of a specified percentage
of the then aggregate outstanding amount of the Notes of the series.  

  As specified in the prospectus supplement, in the event the principal of the
Notes of a series is declared due and payable, the holders of any Notes issued  
at a discount from par may be entitled to receive no more than an amount equal  
to the unpaid principal amount less the amount of the discount that is          
unamortized.                                                                    

Subject to the provisions for indemnification and certain limitations     
contained in the indenture, the holders of a specified percentage of the then   
aggregate outstanding amount of the Notes of a series will have the right to    
direct the time, method and place of conducting any proceeding for any remedy   
available to the trustee or exercising any trust or power conferred on the      
trustee with respect to the Notes of the series, and the holders of a           
specified percentage of the then aggregate outstanding amount of the Notes of   
that series may, in certain cases, waive any default, except a default in the   
payment of principal or interest or a default in respect of a covenant or       
provision of the indenture that cannot be modified without the waiver or        
consent of all the holders of the outstanding Notes of that series affected     
thereby.                                                                        

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THE TRUSTEE                                                                     

The identity of the commercial bank, savings and loan association or trust
company named as the trustee for each series of Securities will be set forth    
in the prospectus supplement. The entity serving as trustee may have normal     
banking relationships with the depositor or the master servicer. In addition,   
for the purpose of meeting the legal requirements of certain local              
jurisdictions, the trustee will have the power to appoint co-trustees or        
separate trustees of all or any part of the trust fund relating to a series of  
Securities. In the event of such appointment, all rights, powers, duties and    
obligations conferred or imposed upon the trustee by the Agreement relating to  
that series will be conferred or imposed upon the trustee and each separate     
trustee or co-trustee jointly, or, in any jurisdiction in which the trustee is  
incompetent or unqualified to perform certain acts, singly upon the separate    
trustee or co-trustee who will exercise and perform those rights, powers,       
duties and obligations solely at the direction of the trustee. The trustee may  
also appoint agents to perform any of the responsibilities of the trustee,      
which agents will have any or all of the rights, powers, duties and             
obligations of the trustee conferred on them by their appointment; provided     
that the trustee will continue to be responsible for its duties and             
obligations under the Agreement.                                                

DUTIES OF THE TRUSTEE                                                           

The trustee makes no representations as to the validity or sufficiency of 
the Agreements, the Securities or of any Primary Asset or related documents.    
If no event of default (as defined in the related Agreement) has occurred, the  
trustee is required to perform only those duties specifically required of it    
under the Agreement. Upon receipt of the various certificates, statements,      
reports or other instruments required to be furnished to it, the trustee is     
required to examine them to determine whether they are in the form required by  
the related Agreement, however, the trustee will not be responsible for the     
accuracy or content of any documents furnished by it or the securityholders to  
the master servicer under the related Agreement.                                

The trustee may be held liable for its own negligent action or failure to 
act, or for its own willful misconduct; provided, however, that the trustee     
will not be personally liable with respect to any action taken, suffered or     
omitted to be taken by it in good faith in accordance with the direction of     
the securityholders in an event of default, see "--Event of Default; Rights     
Upon Event of Default" above. The trustee is not required to expend or risk     
its own funds or otherwise incur any financial liability in the performance of  
any of its duties under the Agreement, or in the exercise of any of its rights  
or powers, if it has reasonable grounds for believing that repayment of those   
funds or adequate indemnity against risk or liability is not reasonably         
assured to it.                                                                  

RESIGNATION OF TRUSTEE                                                          

The trustee may, upon written notice to the depositor, resign at any time,
in which event the depositor will be obligated to use its best efforts to       
appoint a successor trustee. If no successor trustee has been appointed and     
has accepted the appointment within a specified number of days after giving     
notice of resignation, the resigning trustee or the securityholders may         
petition any court of competent jurisdiction for appointment of a successor     
trustee.                                                                        

The trustee may also be removed at any time:                              

o if the trustee ceases to be eligible to continue to act as trustee under
the Agreement;                                                        

o if the trustee becomes insolvent; or                                    

 o by the securityholders of securities evidencing a specified percentage of
the aggregate voting rights of the securities in the trust fund upon  
written notice to the trustee and to the depositor.                   

Any resignation or removal of the trustee and appointment of a successor  
trustee will not become effective until acceptance of the appointment by the    
successor trustee.                                                              

DISTRIBUTION ACCOUNT                                                            

The trustee will establish a separate account (the "Distribution Account")
in its name as trustee for the securityholders. Unless otherwise specified in   
the prospectus supplement, the Distribution Account will be maintained as an    
interest bearing account or the funds held therein may be invested, pending     
disbursement to securityholders of the related series, pursuant to the terms    
of the Agreement, in Eligible Investments. If specified in the prospectus       
supplement, the master servicer will be entitled to receive as additional       
compensation, any interest or other income earned on funds in                   

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the Distribution Account. The trustee will deposit into the Distribution        
Account on the Business Day received all funds received from the master         
servicer and required withdrawals from any Reserve Funds. Unless otherwise      
specified in the prospectus supplement, the trustee is permitted from time to   
time to make withdrawals from the Distribution Account for each series to       
remove amounts deposited therein in error, to pay to the master servicer any    
reinvestment income on funds held in the Distribution Account to the extent it  
is entitled, to remit to the master servicer its Servicing Fee to the extent    
not previously withdrawn from the Collection Account, to make deposits to any   
Reserve Fund, to make regular distributions to the securityholders and to       
clear and terminate the Distribution Account.                                   

Unless otherwise specified in the prospectus supplement, "Business Day"   
means a day that, in the city of New York or in the city or cities in which     
the corporate trust office of the trustee are located, is neither a legal       
holiday nor a day on which banking institutions are authorized or obligated by  
law, regulation or executive order to be closed.                                

EXPENSE RESERVE FUND                                                            

If specified in the prospectus supplement relating to a series, the       
depositor may deposit on the related closing date of the issuance of a series   
in an account to be established with the trustee (the "Expense Reserve Fund")   
cash or eligible investments that will be available to pay anticipated fees     
and expenses of the trustee or other agents. The Expense Reserve Fund for a     
series may also be funded over time through the deposit therein of all or a     
portion of cash flow, to the extent described in the prospectus supplement.     
The Expense Reserve Fund, if any, will not be part of the trust fund held for   
the benefit of the holders. Amounts on deposit in any Expense Reserve Fund      
will be invested in one or more Eligible Investments.                           

AMENDMENT OF AGREEMENT                                                          

Unless otherwise specified in the prospectus supplement, the Agreement for
each series of Securities may be amended by the parties to the Agreement,       
without notice to or consent of the securityholders:                            

(1)  to cure any ambiguity;                                               

(2)  to conform to the provisions of the prospectus supplement and        
prospectus, to correct any defective provisions or to supplement any            
provision;                                                                      

(3)  to add any other provisions with respect to matters or questions     
arising under the Agreement; or                                                 

(4)  to comply with any requirements imposed by the Code;                 

provided that any amendment except pursuant to clause (3) above, will not       
adversely affect in any material respect the interests of any securityholders   
of the related series not consenting thereto. If provided in the Agreement,     
any amendment pursuant to clause (3) of the preceding sentence will be deemed   
not to adversely affect in any material respect the interests of any            
securityholder if the trustee receives written confirmation from each Rating    
Agency rating the Securities of that series that the amendment will not cause   
the Rating Agency to reduce the then current rating.                            

  As specified in the prospectus supplement, the Agreement may also be amended
by the parties to the Agreement with the consent of the securityholders         
possessing a specified percentage of the aggregate outstanding principal        
amount of the Securities (or, if only certain classes are affected by the       
amendment, a specified percentage of the aggregate outstanding principal        
amount of each class affected), for the purpose of adding any provisions to or  
changing in any manner or eliminating any of the provisions of the Agreement    
or modifying in any manner the rights of securityholders; provided, however,    
that no amendment may:                                                          

 o reduce the amount or delay the timing of payments on any Security without
the consent of the holder of that Security; or                        

o reduce the percentage required to consent to the amendment, without the 
 consent of securityholders of 100% of each class of Securities affected
by the amendment.                                                     

VOTING RIGHTS                                                                   

The prospectus supplement may set forth a method of determining allocation
of voting rights with respect to a series of Securities.                        

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REMIC ADMINISTRATOR                                                             

For any Multi-Class Series with respect to which a REMIC election is made,
preparation of certain reports and certain other administrative duties with     
respect to the trust fund may be performed by a REMIC administrator, who may    
be an affiliate of the depositor.                                               

ADMINISTRATION AGREEMENT                                                        

If specified in the prospectus supplement for a series of Notes, the      
depositor, the trust fund and an administrator specified in the prospectus      
supplement will enter into an administration agreement. The administrator will  
agree, to the extent provided in the administration agreement, to provide       
certain notices and to perform certain other administrative obligations         
required to be performed by the trust fund under the sale and collection        
agreement, the indenture and the deposit trust agreement. Certain additional    
administrative functions may be performed on behalf of the trust fund by the    
depositor.                                                                      

PERIODIC REPORTS                                                                

 The Agreement for each series of Securities will provide that the entity or
entities identified in the Agreement will prepare and file certain periodic     
reports with the Commission and, to the extent required by law, file            
certifications as to the accuracy of such reports and as to other matters.      

To the extent provided in the Agreement for a series of Securities, the   
entities or persons identified in the Agreement will be indemnified by the      
trust for certain liabilities associated with any such certification not        
resulting from their own negligence.                                            

TERMINATION                                                                     

Trust Agreement                                                           

The obligations created by the trust agreement for a series will terminate
upon the distribution to securityholders of all amounts distributable to them   
pursuant to the trust agreement after the earlier of:                           

o the later of (a) the final payment or other liquidation of the last     
  Mortgage Loan remaining in the trust fund for the related series and (b)
   the disposition of all property acquired upon foreclosure or deed in lieu
of foreclosure in respect of any Mortgage Loan ("REO Property"); and  

o the repurchase, as described below, by the master servicer from the     
   trustee for the related series of all Mortgage Loans at that time subject
to the trust agreement and all REO Property.                          

As specified in the prospectus supplement, the trust agreement for each   
series permits, but does not require, the specified entity to repurchase from   
the trust fund for that series all remaining Mortgage Loans at a price equal,   
unless otherwise specified in the prospectus supplement, to:                    

 o 100% of the Aggregate Asset Principal Balance of the Mortgage Loans, plus

o with respect to REO Property, if any, the outstanding principal balance 
of the related Mortgage Loan, minus                                   

 o related unreimbursed Advances, or in the case of the Mortgage Loans, only
 to the extent not already reflected in the computation of the Aggregate
Asset Principal Balance of the Mortgage Loans, minus                  

o unreimbursed expenses that are reimbursable pursuant to the terms of the
trust agreement, plus                                                 

o accrued interest at the weighted average Mortgage Rate through the last 
day of the Due Period in which the repurchase occurs;                 

provided, however, that if an election is made for treatment as a REMIC under   
the Code, the repurchase price may equal the greater of:                        

 o 100% of the Aggregate Asset Principal Balance of the Mortgage Loans, plus
   accrued interest thereon at the applicable Net Mortgage Rates through the
last day of the month of the repurchase; and                          

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o the aggregate fair market value of the Mortgage Loans; plus the fair    
 market value of any property acquired in respect of a Mortgage Loan and
remaining in the trust fund.                                          

 The exercise of this right will effect early retirement of the Certificates
of the series, but the master servicer's right to so purchase is subject to     
the Aggregate Principal Balance of the Mortgage Loans at the time of            
repurchase being less than a fixed percentage, to be set forth in the           
prospectus supplement, of the aggregate asset principal balance on the Cut-off  
Date. In no event, however, will the trust created by the Agreement continue    
beyond the expiration of 21 years from the death of the last survivor of a      
certain person identified therein. For each series, the master servicer or the  
trustee, as applicable, will give written notice of termination of the          
Agreement to each securityholder, and the final distribution will be made only  
upon surrender and cancellation of the Certificates at an office or agency      
specified in the notice of termination. If so provided in the prospectus        
supplement for a series, the depositor or another entity may effect an          
optional termination of the trust fund under the circumstances described in     
the prospectus supplement. See "Description of the Securities--Optional         
Termination."                                                                   

Indenture                                                                 

The indenture will be discharged with respect to a series of Notes, except
with respect to certain continuing rights specified in the indenture, upon the  
delivery to the trustee for cancellation of all the Notes or, with certain      
limitations, upon deposit with the trustee of funds sufficient for the payment  
in full of all of the Notes.                                                    

In addition, with certain limitations, the indenture may provide that the 
trust will be discharged from any and all obligations in respect of the Notes,  
except for certain administrative duties, upon the deposit with the trustee of  
money or direct obligations of or obligations guaranteed by the United States   
of America which through the payment of interest and principal in accordance    
with their terms will provide funds in an amount sufficient to pay the          
principal of and each installment of interest on the Notes on the stated        
maturity date and any installment of interest on the Notes in accordance with   
the terms of the indenture and the Notes. In the event of any defeasance and    
discharge of Notes, holders of the Notes will be able to look only to the       
funds or direct obligations for payment of principal and interest, if any, on   
their Notes until maturity.                                                     

LEGAL ASPECTS OF LOANS

The following discussion contains summaries of certain legal aspects of   
housing loans that are general in nature. Because certain of these legal        
aspects are governed by applicable state law (which laws may differ             
substantially), the summaries do not purport to be complete nor to reflect the  
laws of any particular state, nor to encompass the laws of all states in which  
the properties securing the housing loans are situated. The summaries are       
qualified in their entirety by reference to the applicable federal and state    
laws governing the Loans.                                                       

MORTGAGES                                                                       

The Mortgage Loans (other than any Cooperative Loans) comprising or       
underlying the Primary Assets for a series will be secured by either mortgages  
or deeds of trust or deeds to secure debt, depending upon the prevailing        
practice in the state in which the property subject to a Mortgage Loan is       
located. The filing of a mortgage, deed of trust or deed to secure debt         
creates a lien or title interest upon the real property covered by the          
instrument and represents the security for the repayment of an obligation that  
is customarily evidenced by a promissory note. It is not prior to the lien for  
real estate taxes and assessments or other charges imposed under governmental   
police powers. Priority with respect to the instruments depends on their        
terms, the knowledge of the parties to the mortgage and generally on the order  
of recording with the applicable state, county or municipal office. There are   
two parties to a mortgage, the mortgagor, who is the borrower/homeowner or the  
land trustee (as described below), and the mortgagee, who is the lender. Under  
the mortgage instrument, the mortgagor delivers to the mortgagee a note or      
bond and the mortgage. In the case of a land trust, there are three parties     
because title to the property is held by a land trustee under a land trust      
agreement of which the borrower/homeowner is the beneficiary; at origination    
of a mortgage loan, the borrower executes a separate undertaking to make        
payments on the mortgage note. A deed of trust transaction normally has three   
parties, the trustor, who is the borrower/homeowner; the beneficiary, who is    
the lender, and the trustee, a third-party grantee. Under a deed of trust, the  
trustor grants the property, irrevocably until the debt is paid, in trust,      
generally with a power of sale, to the trustee to secure payment of the         
obligation. The mortgagee's authority under a mortgage and the trustee's        
authority under a deed of                                                       

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trust are governed by the law of the state in which the real property is        
located, the express provisions of the mortgage or deed of trust, and, in some  
cases, in deed of trust transactions, the directions of the beneficiary.        

JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGES                                    

  If specified in the applicable prospectus supplement, certain Mortgage Loans
included in the pool of Mortgage Loans will be secured by junior mortgages or   
deeds of trust that are subordinate to senior mortgages or deeds of trust held  
by other lenders or institutional investors. The rights of the trust fund (and  
therefore the securityholders) as beneficiary under a junior deed of trust or   
as mortgagee under a junior mortgage, are subordinate to those of the           
mortgagee or beneficiary under the senior mortgage or deed of trust, including  
the prior rights of the senior mortgagee or beneficiary to receive rents,       
hazard insurance and condemnation proceeds and to cause the property securing   
the Mortgage Loan to be sold upon default of the mortgagor or trustor, thereby  
extinguishing the junior mortgagee's or junior beneficiary's lien unless the    
servicer asserts its subordinate interest in a property in foreclosure          
litigation or satisfies the defaulted senior loan. As discussed more fully      
below, in many states a junior mortgagee or beneficiary may satisfy a           
defaulted senior loan in full, or may cure the default and bring the senior     
loan current, in either event adding the amounts expended to the balance due    
on the junior loan. Absent a provision in the senior mortgage, no notice of     
default is required to be given to the junior mortgagee.                        

The standard form of the mortgage or deed of trust used by many           
institutional lenders confers on the mortgagee or beneficiary the right both    
to receive all proceeds collected under any hazard insurance policy and all     
awards made in connection with any condemnation proceedings, and to apply the   
proceeds and awards to any indebtedness secured by the mortgage or deed of      
trust, in the order as the mortgagee or beneficiary may determine. Thus, in     
the event improvements on the property are damaged or destroyed by fire or      
other casualty, or in the event the property is taken by condemnation, the      
mortgagee or beneficiary under the senior mortgage or deed of trust will have   
the prior right to collect any insurance proceeds payable under a hazard        
insurance policy and any award of damages in connection with the condemnation   
and to apply the same to the indebtedness secured by the senior mortgage or     
deed of trust. Proceeds in excess of the amount of senior mortgage              
indebtedness will, in most cases, be applied to the indebtedness of a junior    
mortgage or trust deed. The laws of certain states may limit the ability of     
mortgagees or beneficiaries to apply the proceeds of hazard insurance and       
partial condemnation awards to the secured indebtedness. In those states, the   
mortgagor or trustor must be allowed to use the proceeds of hazard insurance    
to repair the damage unless the security of the mortgagee or beneficiary has    
been impaired. Similarly, in certain states, the mortgagee or beneficiary is    
entitled to the award for a partial condemnation of the real property security  
only to the extent that its security is impaired.                               

The form of mortgage or deed of trust used by many institutional lenders  
typically contains a "future advance" clause, which provides, in essence, that  
additional amounts advanced to or on behalf of the mortgagor or trustor by the  
mortgagee or beneficiary are to be secured by the mortgage or deed of trust.    
While a future advance clause is valid under the laws of most states, the       
priority of any advance made under the clause depends, in some states, on       
whether the advance was an "obligatory" or "optional" advance. If the           
mortgagee or beneficiary is obligated to advance the additional amounts, the    
advance may be entitled to receive the same priority as amounts initially made  
under the mortgage or deed of trust, notwithstanding that there may be          
intervening junior mortgages or deeds of trust and other liens between the      
date of recording of the mortgage or deed of trust and the date of the future   
advance, and notwithstanding that the mortgagee or beneficiary had actual       
knowledge of the intervening junior mortgages or deeds of trust and other       
liens at the time of the advance. Where the mortgagee or beneficiary is not     
obligated to advance the additional amounts and has actual knowledge of the     
intervening junior mortgages or deeds of trust and other liens, the advance     
may be subordinate to the intervening junior mortgages or deeds of trust and    
other liens. Priority of advances under a "future advance" clause rests, in     
many other states, on state law giving priority to all advances made under the  
loan agreement up to a "credit limit" amount stated in the recorded mortgage.   

Another provision typically found in the form of the mortgage or deed of  
trust used by many institutional lenders obligates the mortgagor or trustor to  
pay before delinquency all taxes and assessments on the property and, when      
due, all encumbrances, charges and liens on the property that appear prior to   
the mortgage or deed of trust, to provide and maintain fire insurance on the    
property, to maintain and repair the property and not to commit or permit any   
waste thereof, and to appear in and defend any action or proceeding purporting  
to affect the property or the rights of the mortgagee or beneficiary under the  
mortgage or deed of trust. Upon a failure of the mortgagor or trustor to        
perform any of these obligations, the mortgagee or beneficiary is given the     
right under the mortgage or deed of trust to perform the obligation itself, at  
its election, with the mortgagor or trustor agreeing to reimburse the           
mortgagee or beneficiary for any                                                

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sums expended by the mortgagee or beneficiary on behalf of the mortgagor or     
trustor. All sums so expended by the mortgagee or beneficiary become part of    
the indebtedness secured by the mortgage or deed of trust.                      

The form of mortgage or deed of trust used by many institutional lenders  
typically requires the mortgagor or trustor to obtain the consent of the        
mortgagee or beneficiary in respect of actions affecting the mortgaged          
property, including, without limitation, leasing activities (including new      
leases and termination or modification of existing leases), alterations and     
improvements to buildings forming a part of the mortgaged property and          
management and leasing agreements for the mortgaged property. Tenants will      
often refuse to execute a lease unless the mortgagee or beneficiary executes a  
written agreement with the tenant not to disturb the tenant's possession of     
its premises in the event of a foreclosure. A senior mortgagee or beneficiary   
may refuse to consent to matters approved by a junior mortgagee or beneficiary  
with the result that the value of the security for the junior mortgage or deed  
of trust is diminished. For example, a senior mortgagee or beneficiary may      
decide not to approve a lease or to refuse to grant a tenant a non-disturbance  
agreement. If, as a result, the lease is not executed, the value of the         
mortgaged property may be diminished.                                           

COOPERATIVE LOANS                                                               

If specified in the prospectus supplement, the Mortgage Loans may also    
contain Cooperative Loans evidenced by promissory notes secured by security     
interests in shares issued by private corporations that are entitled to be      
treated as housing cooperatives under the Code and in the related proprietary   
leases or occupancy agreements granting exclusive rights to occupy specific     
dwelling units in the corporations' buildings. The security agreement will      
create a lien upon, or grant a title interest in, the property that it covers,  
the priority of which will depend on the terms of the particular security       
agreement as well as the order of recordation of the agreement in the           
appropriate recording office. This lien or title interest is not prior to the   
lien for real estate taxes and assessments and other charges imposed under      
governmental police powers.                                                     

 Cooperative Loans are not secured by liens on real estate. The "owner" of a
cooperative apartment does not own the real estate constituting the apartment,  
but owns shares of stock in a corporation that holds title to the building in   
which the apartment is located, and by virtue of owning the stock is entitled   
to a proprietary lease or occupancy agreement to occupy the specific            
apartment. A Cooperative Loan is a loan secured by a lien on the shares and an  
assignment of the lease or occupancy agreement. If the borrower defaults on a   
Cooperative Loan, the lender's remedies are similar to the remedies that apply  
to a foreclosure of a leasehold mortgage or deed of trust, in that the lender   
can foreclose the loan and assume ownership of the shares and of the            
borrower's rights as lessee under the related proprietary lease or occupancy    
agreement. Typically, the lender and the cooperative housing corporation enter  
into a recognition agreement that establishes the rights and obligations of     
both parties in the event of a default by the borrower on its obligations       
under the lease or occupancy agreement.                                         

 A corporation that is entitled to be treated as a housing cooperative under
the Code owns all the real property or some interest therein sufficient to      
permit it to own the building and all separate dwelling units therein. The      
Cooperative is directly responsible for property management and, in most        
cases, payment of real estate taxes and hazard and liability insurance. If      
there is a blanket mortgage or mortgages on the cooperative apartment building  
and/or underlying land, as is generally the case, or an underlying lease of     
the land, as is the case in some instances, the Cooperative, as property        
mortgagor, is also responsible for meeting these mortgage and rental            
obligations. The interest of the occupant under proprietary leases or           
occupancy agreements as to which that Cooperative is the landlord are           
generally subordinate to the interest of the holder of a blanket mortgage and   
to the interest of the holder of a land lease.                                  

If the Cooperative is unable to meet the payment obligations (1) arising  
under a blanket mortgage, the mortgagee holding a blanket mortgage could        
foreclose on that mortgage and terminate all subordinate proprietary leases     
and occupancy agreements or (2) arising under its land lease, the holder of     
the land lease could terminate it and all subordinate proprietary leases and    
occupancy agreements. Also, a blanket mortgage on a Cooperative may provide     
financing in the form of a mortgage that does not fully amortize, with a        
significant portion of principal being due in one final payment at maturity.    
The inability of the Cooperative to refinance a mortgage and its consequent     
inability to make final payment could lead to foreclosure by the mortgagee.     
Similarly, a land lease has an expiration date and the inability of the         
Cooperative to extend its term or, in the alternative, to purchase the land     
could lead to termination of the Cooperative's interest in the property and     
termination of all proprietary leases and occupancy agreements. A foreclosure   
by the holder of a blanket mortgage could eliminate or significantly diminish   
the value of any collateral held by the lender who financed an individual       
tenant-stockholder of Cooperative shares or, in the case of the Mortgage        
Loans, the                                                                      

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collateral securing the Cooperative Loans. Similarly, the termination of the    
land lease by its holder could eliminate or significantly diminish the value    
of any collateral held by the lender who financed an individual tenant-         
stockholder of the Cooperative shares or, in the case of the Mortgage Loans,    
the collateral securing the Cooperative Loans.                                  

The Cooperative is owned by tenant-stockholders who, through ownership of 
stock or shares in the corporation, receive proprietary leases or occupancy     
agreements that confer exclusive rights to occupy specific units. Generally, a  
tenant-stockholder of a Cooperative must make a monthly payment to the          
Cooperative representing the tenant-stockholder's pro rata share of the         
Cooperative's payments for its blanket mortgage, real property taxes,           
maintenance expenses and other capital or ordinary expenses. An ownership       
interest in a Cooperative and accompanying occupancy rights are financed        
through a Cooperative share loan evidenced by a promissory note and secured by  
a security interest in the occupancy agreement or proprietary lease and in the  
related Cooperative shares. The lender takes possession of the share            
certificate and a counterpart of the proprietary lease or occupancy agreement   
and a financing statement covering the proprietary lease or occupancy           
agreement and the Cooperative shares is filed in the appropriate state and      
local offices to perfect the lender's interest in its collateral. Subject to    
the limitations discussed below, upon default of the tenant-stockholder, the    
lender may sue for judgment on the promissory note, dispose of the collateral   
at a public or private sale or otherwise proceed against the collateral or      
tenant-stockholder as an individual as provided in the security agreement       
covering the assignment of the proprietary lease or occupancy agreement and     
the pledge of cooperative shares. See "--Realizing Upon Cooperative Loan        
Security" below.                                                                

There are certain risks that arise as a result of the cooperative form of 
ownership that differentiate Cooperative Loans from other types of Mortgage     
Loans. For example, the power of the board of directors of most cooperative     
housing corporations to reject a proposed purchaser of a unit owner's shares    
(and prevent the sale of an apartment) for any reason (other than reasons       
based upon unlawful discrimination), or for no reason, significantly reduces    
the universe of potential purchasers in the event of a foreclosure. Moreover,   
in buildings where the "sponsor" (i.e., the owner of the unsold shares in the   
corporation) holds a significant number of unsold interests in apartments,      
cooperative apartment owners run a special risk that the sponsor may go into    
default on its proprietary leases or occupancy agreements, and thereby cause a  
default under the underlying mortgage loan to the cooperative housing           
corporation that is secured by a mortgage on the building. In this case, the    
unit owners may be forced to make up any shortfall in income to the             
cooperative housing corporation resulting from the sponsor's default or risk    
losing their apartments in a foreclosure proceeding brought by the holder of    
the mortgage on the building. Not only would the value attributable to the      
right to occupy a particular apartment be adversely affected by the             
occurrence, but the foreclosure of a mortgage on the building in which the      
apartment is located could result in a total loss of the shareholder's equity   
in the building and right to occupy the apartment (and a corresponding loss of  
the lender's security for its Cooperative Loan).                                

Tax Aspects of Cooperative Ownership                                      

In general, a "tenant-stockholder" (as defined in Section 216(b)(2) of the
Code) of a corporation that qualifies as a "cooperative housing corporation"    
within the meaning of Section 216(b)(1) of the Code is allowed a deduction for  
amounts paid or accrued within his taxable year to the corporation              
representing his proportionate share of certain interest expenses and certain   
real estate taxes allowable as a deduction under Section 216(a) of the Code to  
the corporation under Sections 163 and 164 of the Code. In order for a          
corporation to qualify under Section 216(b)(1) of the Code for its taxable      
year in which these items are allowable as a deduction to the corporation,      
that section requires, among other things, that at least 80% of the gross       
income of the corporation be derived from its tenant-stockholders. By virtue    
of this requirement, the status of a corporation for purposes of                
Section 216(b)(1) of the Code must be determined on a year-to-year basis.       
Consequently, there can be no assurance that cooperatives relating to the       
Cooperative Loans will qualify under the section for any particular year. In    
the event that a cooperative fails to qualify for one or more years, the value  
of the collateral securing any related Cooperative Loans could be               
significantly impaired because no deduction would be allowable to tenant-       
stockholders under Section 216(a) of the Code with respect to those years. In   
view of the significance of the tax benefits accorded tenant-stockholders of a  
corporation that qualifies under Section 216(b)(1) of the Code, the likelihood  
that the failure would be permitted to continue over a period of years appears  
remote.                                                                         

FORECLOSURE ON MORTGAGES                                                        

Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale under a specific provision in the deed of trust that authorizes  
the trustee to sell the property upon any default by the borrower under the     
terms of the note or deed of trust. In some states, the trustee must record a   
notice of default and send a copy to the borrower-trustor                       

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and to any person who has recorded a request for a copy of a notice of default  
and notice of sale. In addition, the trustee in some states must provide        
notice to any other individual having an interest in the real property,         
including any junior lienholders. The trustor, borrower, or any person having   
a junior encumbrance on the real estate, may, during a reinstatement period,    
cure the default by paying the entire amount in arrears plus the costs and      
expenses incurred in enforcing the obligation. Generally, state law controls    
the amount of foreclosure expenses and costs, including attorney's fees, which  
may be recovered by a lender. If the deed of trust is not reinstated, a notice  
of sale must be posted in a public place and, in most states, published for a   
specific period of time in one or more newspapers. In addition, some state      
laws require that a copy of the notice of sale be posted on the property,       
recorded and sent to all parties having an interest in the real property.       

 An action to foreclose a mortgage is an action to recover the mortgage debt
by enforcing the mortgagee's rights under the mortgage. It is regulated by      
statutes and rules and subject throughout to the court's equitable powers.      
Generally, a mortgagor is bound by the terms of the mortgage note and the       
mortgage as made and cannot be relieved from his default if the mortgagee has   
exercised his rights in a commercially reasonable manner. However, since a      
foreclosure action historically was equitable in nature, the court may          
exercise equitable powers to relieve a mortgagor of a default and deny the      
mortgagee foreclosure on proof that either the mortgagor's default was neither  
willful nor in bad faith or the mortgagee's action established a waiver,        
fraud, bad faith, or oppressive or unconscionable conduct sufficient to         
warrant a court of equity to refuse affirmative relief to the mortgagee. Under  
certain circumstances a court of equity may relieve the mortgagor from an       
entirely technical default where the default was not willful.                   

 A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses or counterclaims are interposed, sometimes requiring up    
to several years to complete. Moreover, a non-collusive, regularly conducted    
foreclosure sale may be challenged as a fraudulent conveyance, regardless of    
the parties' intent, if a court determines that the sale was for less than      
reasonably equivalent value or fair consideration and the sale occurred while   
the mortgagor was insolvent or insufficiently capitalized and within one year   
(or within the state statute of limitations if the trustee in bankruptcy        
elects to proceed under state fraudulent conveyance law) of the filing of       
bankruptcy. Similarly, a suit against the debtor on the mortgage note may take  
several years and, generally, is a remedy alternative to foreclosure, the       
mortgagee generally being precluded from pursuing both at the same time.        

 In case of foreclosure under either a mortgage or a deed of trust, the sale
by the referee or other designated officer or by the trustee is a public sale.  
However, because of the difficulty potential third party purchasers at the      
sale have in determining the exact status of title and because the physical     
condition of the property may have deteriorated during the foreclosure          
proceedings, it is uncommon for a third party to purchase the property at a     
foreclosure sale. Rather, it is common for the lender to purchase the property  
from the trustee or referee for an amount that may be equal to the principal    
amount of the mortgage or deed of trust plus accrued and unpaid interest and    
the expenses of foreclosure, in which event the mortgagor's debt will be        
extinguished or the lender may purchase for a lesser amount in order to         
preserve its right against a borrower to seek a deficiency judgment in states   
where it is available. Thereafter, the lender will assume the burdens of        
ownership, including obtaining casualty insurance, paying taxes and making      
repairs at its own expense as are necessary to render the property suitable     
for sale. The lender will commonly obtain the services of a real estate broker  
and pay the broker's commission in connection with the sale of the property.    
Depending upon market conditions, the ultimate proceeds of the sale of the      
property may not equal the lender's investment in the property. Any loss may    
be reduced by the receipt of any mortgage guaranty insurance proceeds.          

REALIZING UPON COOPERATIVE LOAN SECURITY                                        

  The Cooperative shares and proprietary lease or occupancy agreement owned by
the tenant-stockholder and pledged to the lender are, in almost all cases,      
subject to restrictions on transfer as set forth in the Cooperative's           
certificate of incorporation and by-laws, as well as in the proprietary lease   
or occupancy agreement. The proprietary lease or occupancy agreement, even      
while pledged, may be cancelled by the Cooperative for failure by the tenant-   
stockholder to pay rent or other obligations or charges owed by the tenant-     
stockholder, including mechanics' liens against the Cooperative apartment       
building incurred by the tenant-stockholder. Commonly, rent and other           
obligations and charges arising under a proprietary lease or occupancy          
agreement that are owed to the Cooperative are made liens upon the shares to    
which the proprietary lease or occupancy agreement relates. In addition, the    
proprietary lease or occupancy agreement generally permits the Cooperative to   
terminate the lease or agreement in the event the borrower defaults in the      
performance of covenants thereunder. Typically, the lender and the Cooperative  
enter into a recognition agreement that establishes the rights and obligations  
of both parties in the event of a default by the tenant-stockholder on its      
obligations                                                                     

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under the proprietary lease or occupancy agreement. A default by the tenant-    
stockholder under the proprietary lease or occupancy agreement will usually     
constitute a default under the security agreement between the lender and the    
tenant-stockholder.                                                             

The recognition agreement generally provides that, in the event that the  
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the Cooperative will take no action to terminate the lease or        
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the Cooperative will recognize the  
lender's lien against proceeds from a sale of the Cooperative apartment,        
subject, however, to the Cooperative's right to sums due under the proprietary  
lease or occupancy agreement or which have become liens on the shares relating  
to the proprietary lease or occupancy agreement. The total amount owed to the   
Cooperative by the tenant-stockholder, which the lender generally cannot        
restrict and does not monitor, could reduce the value of the collateral below   
the outstanding principal balance of the Cooperative Loan and accrued and       
unpaid interest thereon.                                                        

  Recognition agreements also provide that in the event the lender succeeds to
the tenant-shareholder's shares and proprietary lease or occupancy agreement    
as the result of realizing upon its collateral for a Cooperative Loan, the      
lender must obtain the approval or consent of the Cooperative as required by    
the proprietary lease before transferring the Cooperative shares or assigning   
the proprietary lease.                                                          

In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the Uniform Commercial   
Code (the "UCC") and the security agreement relating to those shares. Article   
9 of the UCC requires that a sale be conducted in a "commercially reasonable"   
manner. Whether a foreclosure sale has been conducted in a "commercially        
reasonable" manner will depend on the facts in each case. In determining        
commercial reasonableness, a court will look to the notice given the debtor     
and the method, manner, time, place and terms of the sale. Generally, a sale    
conducted according to the usual practice of banks selling similar collateral   
will be considered reasonably conducted.                                        

 Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the         
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to               
reimbursement is subject to the right of the Cooperative corporation to         
receive sums due under the proprietary lease or occupancy agreement. If there   
are proceeds remaining, the lender must account to the tenant-stockholder for   
the surplus. Conversely, if a portion of the indebtedness remains unpaid, the   
tenant-stockholder is generally responsible for the deficiency. See "--Anti-    
Deficiency Legislation and Other Limitations on Lenders" below.                 

  In the case of foreclosure on a mortgage secured by the cooperative building
itself, where the building was converted from a rental building to a building   
owned by a cooperative, under a non-eviction plan, some states require that a   
purchaser at a foreclosure sale take the property subject to rent control and   
rent stabilization laws that apply to certain tenants who elect to remain in    
the building but who did not purchase shares in the cooperative when the        
building was so converted. In addition, all cooperative units that were         
previously rent controlled or rent stabilized may convert to their prior state  
of rent-controlled or rent-stabilized apartments.                               

RIGHTS OF REDEMPTION                                                            

In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the trustor or mortgagor and foreclosed junior lienors are given a    
statutory period in which to redeem the property from the foreclosure sale.     
The right of redemption should be distinguished from the equity of redemption,  
which is a nonstatutory right that must be exercised prior to the foreclosure   
sale. In some states, redemption may occur only upon payment of the entire      
principal balance of the loan, accrued interest and expenses of foreclosure.    
In other states, redemption may be authorized if the former borrower pays only  
a portion of the sums due. The effect of a statutory right of redemption is to  
diminish the ability of the lender to sell the foreclosed property. The right   
of redemption would defeat the title of any purchaser from the lender           
subsequent to foreclosure or sale under a deed of trust. Consequently, the      
practical effect of a right of redemption is to force the lender to retain the  
property and pay the expenses of ownership until the redemption period has      
run. In some states, there is no right to redeem property after a trustee's     
sale under a deed of trust.                                                     

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ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS                    

Certain states have imposed statutory prohibitions that limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In      
some states, statutes limit the right of the beneficiary or mortgagee to        
obtain a deficiency judgment against the borrower following foreclosure or      
sale under a deed of trust. A deficiency judgment is a personal judgment        
against the former borrower equal in most cases to the difference between the   
net amount realized upon the public sale of the real property and the amount    
due to the lender. Other statutes require the beneficiary or mortgagee to       
exhaust the security afforded under a deed of trust or mortgage by foreclosure  
in an attempt to satisfy the full debt before bringing a personal action        
against the borrower. Finally, other statutory provisions limit any deficiency  
judgment against the former borrower following a judicial sale to the excess    
of the outstanding debt over the fair market value of the property at the time  
of the public sale. The purpose of these statutes is generally to prevent a     
beneficiary or a mortgagee from obtaining a large deficiency judgment against   
the former borrower as a result of low or no bids at the judicial sale.         

In addition to the statutory prohibitions on deficiency judgments, certain
Mortgage Loans in the trust fund may, by their terms, prohibit recourse to the  
borrower in the event proceeds from foreclosure or other liquidation are        
insufficient to satisfy the debt. These Mortgage Loans may also not require     
payments of principal and interest until maturity, thereby increasing the       
likelihood that a deficiency will exist.                                        

Cooperative Loans                                                         

Generally, lenders realize on cooperative shares and the accompanying     
proprietary lease given to secure a Cooperative Loan under Article 9 of the     
UCC. Some courts have interpreted section 9-504 of the UCC to prohibit a        
deficiency award unless the creditor establishes that the sale of the           
collateral (which, in the case of a Cooperative Loan, would be the shares of    
the Cooperative and the related proprietary lease or occupancy agreement) was   
conducted in a commercially reasonable manner.                                  

Leases and Rents                                                          

Multifamily mortgage loan transactions often provide for an assignment of 
the leases and rents pursuant to which the borrower typically assigns its       
right, title and interest, as landlord under each lease and the income derived  
therefrom, to the lender while either obtaining a license to collect rents for  
so long as there is no default or providing for the direct payment to the       
lender. Local law, however, may require that the lender take possession of the  
property and appoint a receiver before becoming entitled to collect the rents   
under the lease.                                                                

Federal Bankruptcy and Other Laws Affecting Creditors' Rights             

In addition to laws limiting or prohibiting deficiency judgments, numerous
other statutory provisions, including the federal bankruptcy laws, the          
Servicemembers Civil Relief Act, and state laws affording relief to debtors,    
may interfere with or affect the ability of the secured lender to realize upon  
collateral and/or enforce a deficiency judgment. For example, with respect to   
federal bankruptcy law, the filing of a petition acts as a stay against the     
enforcement of remedies for collection of a debt. Thus, the Bankruptcy Code     
will delay or interfere with the enforcement of the secured lender's rights in  
respect of a defaulted loan. Moreover, a court with federal bankruptcy          
jurisdiction may permit a debtor through a Chapter 13 rehabilitative plan       
under the Bankruptcy Code to cure a monetary default with respect to a loan on  
a debtor's residence by paying arrearages within a reasonable time period and   
reinstating the original loan payment schedule even though the lender           
accelerated the loan and the lender has taken all steps to realize upon his     
security (provided no sale of the property has yet occurred) prior to the       
filing of the debtor's Chapter 13 petition. Some courts with federal            
bankruptcy jurisdiction have approved plans, based on the particular facts of   
the reorganization case, that effected the curing of a loan default by          
permitting the obligor to pay arrearages over a number of years.                

Courts with federal bankruptcy jurisdiction have also indicated that the  
terms of a loan secured by property of the debtor may be modified if the        
borrower has filed a petition under Chapter 13. These courts have suggested     
that such modifications may include reducing the amount of each monthly         
payment, changing the rate of interest, altering the repayment schedule and     
reducing the lender's security interest to the value of the residence, thus     
leaving the lender a general unsecured creditor for the difference between the  
value of the residence and the outstanding balance of the loan. Federal         
bankruptcy law and limited case law indicate that the foregoing modifications   
could not be applied to the terms of a loan secured by property that is the     
principal residence of the debtor.                                              

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In a case under the Bankruptcy Code, the lender is precluded from         
foreclosing its security interest without authorization from the bankruptcy     
court. The lender's lien will be limited in amount to the value of the          
lender's interest in the collateral as of the date of the bankruptcy, and the   
trustee in bankruptcy (including the debtor in possession) can recover from     
the collateral at the expense of the secured lender the costs or expenses of    
preserving or disposing of such collateral to the extent of any benefit to the  
secured lender. The secured creditor is entitled to the value of its security   
plus post-petition interest, attorney's fees and costs only to the extent the   
value of the security exceeds the debt. However, if the value of the            
collateral is less than the debt, then the lender does not receive post-        
petition interest, attorney's fees or costs. Further, in a Chapter 11 case      
under the Bankruptcy Code, the loan term may be extended, the interest rate     
may be adjusted to market rates, the lien may be transferred to other           
collateral, and the priority of the loan may be subordinated to bankruptcy      
court-approved financing. The bankruptcy court can, in effect, invalidate due-  
on-sale clauses through confirmed Chapter 11 plans of reorganization.           

  In addition, substantive requirements are imposed upon lenders in connection
with the origination and the servicing of mortgage loans by numerous federal    
and some state consumer protection laws. The laws include the federal Truth-    
in-Lending Act, Real Estate Settlement Procedures Act, Equal Credit             
Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act, Home       
Ownership and Equity Protection Act of 1994 and related statutes and            
regulations. These federal and state laws impose specific statutory             
liabilities upon lenders who originate loans and who fail to comply with the    
provisions of the law. In some cases, this liability may affect assignees of    
the loans.                                                                      

Federal Bankruptcy Laws Relating to Mortgage Loans Secured by Multifamily 
Property                                                                  

  Section 365(a) of the Bankruptcy Code generally provides that a trustee or a
debtor-in-possession in a bankruptcy or reorganization case under the           
Bankruptcy Code has the power to assume or to reject an executory contract or   
an unexpired lease of the debtor, in each case subject to the approval of the   
bankruptcy court administering the case. If the trustee or debtor-in-           
possession rejects an executory contract or an unexpired lease, rejection       
generally constitutes a breach of the executory contract or unexpired lease     
immediately before the date of the filing of the petition. As a consequence,    
if the mortgagor is the other party or parties to the executory contract or     
unexpired lease, such as a lessor under a lease, the mortgagor would have only  
an unsecured claim against the debtor for damages resulting from the breach,    
which could adversely affect the security for the related Mortgage Loan.        
Moreover, under Section 502(b)(6) of the Bankruptcy Code, the claim of a        
lessor for damages from the termination of a lease of real property will be     
limited to the sum of (1) the rent reserved by the lease, without               
acceleration, for the greater of one year or 15 percent, not to exceed three    
years, of the remaining term of the lease, following the earlier of the date    
of the filing of the petition and the date on which the lender repossessed, or  
the lessee surrendered, the leased property, and (2) any unpaid rent due under  
the lease, without acceleration, on the earlier of these dates.                 

  Under Section 365(h) of the Bankruptcy Code, if a trustee for a lessor, or a
lessor as a debtor-in-possession, rejects an unexpired lease of real property,  
the lessee may treat the lease as terminated by rejection or, in the            
alternative, may remain in possession of the leasehold for the balance of the   
term and for any renewal or extension of the term that is enforceable by the    
lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that    
if a lessee elects to remain in possession after rejection of a lease, the      
lessee may offset against rents reserved under the lease for the balance of     
the term after the date of rejection of the lease, and any renewal or           
extension thereof, any damages occurring after that date caused by the          
nonperformance of any obligation of the lessor under the lease after that       
date.                                                                           

Under Section 365(f) of the Bankruptcy Code, if a trustee assumes an      
executory contract or an unexpired lease of the debtor, the trustee or debtor-  
in-possession generally may assign the executory contract or unexpired lease,   
notwithstanding any provision therein or in applicable law that prohibits,      
restricts or conditions the assignment, provided that the trustee or debtor-    
in-possession provides adequate assurance of future performance by the          
assignee. In addition, no party to an executory contract or an unexpired lease  
may terminate or modify any rights or obligations under an executory contract   
or an unexpired lease at any time after the commencement of a case under the    
Bankruptcy Code solely because of a provision in the executory contract or      
unexpired lease or in applicable law conditioned upon the assignment of the     
executory contract or unexpired lease. Thus, an undetermined third party may    
assume the obligations of the lessee or a mortgagor under a lease in the event  
of commencement of a proceeding under the Bankruptcy Code with respect to the   
lessee or a mortgagor, as applicable.                                           

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Under Sections 363(b) and (f) of the Bankruptcy Code, a trustee for a     
lessor, or a lessor as debtor-in-possession, may, despite the provisions of     
the related Mortgage Loan to the contrary, sell the Mortgaged Property free     
and clear of all liens, which liens would then attach to the proceeds of the    
sale.                                                                           

SERVICEMEMBERS CIVIL RELIEF ACT                                                 

Under the Servicemembers Civil Relief Act, members of all branches of the 
military on active duty, including draftees and reservists in military service  
called to active duty:                                                          

o are entitled to have interest rates reduced and capped at 6% per annum  
(and all interest in excess of 6% per annum forgiven), on obligations 
  (including Mortgage Loans and Manufactured Home Loans) incurred prior to
the commencement of military service for the duration of active duty  
status;                                                               

o may be entitled to a stay of proceedings on any kind of foreclosure or  
repossession action in the case of defaults on the obligations entered
into prior to military service; and                                   

o may have the maturity of the obligations incurred prior to military     
service extended, the payments lowered and the payment schedule       
readjusted for a period of time after the completion of active duty   
status.                                                               

  However, the benefits listed above are subject to challenge by creditors and
if, in the opinion of the court, the ability of a person to comply with the     
obligations is not materially impaired by military service, the court may       
apply equitable principles accordingly. If a borrower's obligation to repay     
amounts otherwise due on a Mortgage Loan or Manufactured Home Loan included in  
a Trust for a series is relieved pursuant to the Servicemembers Civil Relief    
Act, neither the servicer, the master servicer nor the trustee will be          
required to advance the amounts, and any loss in respect thereof may reduce     
the amounts available to be paid to the holders of the securities of the        
related series.                                                                 

As specified in the prospectus supplement, any shortfalls in interest     
collections on Mortgage Loans included in a Trust for a series resulting from   
application of the Servicemembers Civil Relief Act will be allocated to each    
class of securities of the related series that is entitled to receive interest  
in respect of the Mortgage Loans or Manufactured Home Loans in proportion to    
the interest that each class of Securities would have otherwise been entitled   
to receive in respect of such Mortgage Loans had such interest shortfall not    
occurred.                                                                       

In addition to the Servicemembers Civil Relief Act, state laws such as the
California Military and Veterans Code, as amended, provide similar relief for   
members of the military and neither the servicer, the master servicer nor the   
trustee will be required to advance amounts for any reductions due to           
application of such laws and any loss in respect thereof may reduce the         
amounts available to be paid to the holders of the securities of the related    
series.                                                                         

ENVIRONMENTAL CONSIDERATIONS                                                    

Real property pledged as security to a lender may be subject to potential 
environmental risks Such environmental risks may give rise to a diminution in   
value of property securing any mortgage loan or, as more fully described        
below, liability for cleanup costs or other remedial actions, which liability   
could exceed the value of such property or the principal balance of the         
related mortgage loan. In certain circumstances, a lender may choose not to     
foreclose on contaminated property rather than risk incurring liability for     
remedial actions.                                                               

 Under the laws of certain states where Mortgaged Properties may be located,
the owner's failure to perform remedial actions required under environmental    
laws may in certain circumstances give rise to a lien on the mortgaged          
property to ensure the reimbursement of remedial costs incurred by the state.   
In several states such lien has priority over the lien of an existing mortgage  
against such property. Because the costs of remedial action could be            
substantial, the value of a mortgaged property as collateral for a mortgage     
loan could be adversely affected by the existence of an environmental           
condition giving rise to a lien.                                                

 Under some circumstances, cleanup costs, or the obligation to take remedial
actions, can be imposed on a secured party such as the trustee. Under the laws  
of some states and under CERCLA, current ownership or operation of a property   
provides a sufficient basis for imposing liability for the costs of addressing  
prior or current releases or threatened releases of hazardous substances on     
that property. Under such laws, a secured lender who holds indicia of           
ownership primarily to protect its interest in a property may, by virtue of     
holding such indicia, fall within the literal terms of the definition of        
"owner" or "operator;" consequently, such laws often specifically exclude such  
a secured                                                                       

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lender from the definitions of "owner" or "operator", provided that the lender  
does not participate in the management of the facility.                         

Whether actions taken by a secured creditor would constitute such         
participation in the management of a facility or property, so that the lender   
loses the protection of the secured creditor exclusion, would be determined on  
a case by case basis, depending on the actions of the particular lender. Under  
amendments to CERCLA enacted in 1996, known as the "Asset Conservation Act," a  
lender must actually participate in the operational affairs of the property or  
the borrower, in order to be deemed to have "participated in the management of  
the facility." The Asset Conservation Act also provides that participation in   
the management of the property does not include "merely having the capacity to  
influence, or unexercised right to control" operations. Rather, a lender will   
lose the protection of the secured creditor exclusion only if it exercises      
decision-making control over the borrower's environmental compliance and        
hazardous substance handling and disposal practices or assumes day-to-day       
management of all operational functions of the secured property.                

It should be noted that the secured creditor exclusion does not govern    
liability for cleanup costs under state law or under federal laws other than    
CERCLA. CERCLA's jurisdiction extends to the investigation and remediation of   
releases of "hazardous substances." The definition of "hazardous substances"    
under CERCLA specifically excludes petroleum products. Under federal law, the   
operation and management of underground petroleum storage tanks (excluding      
heating oil) is governed by Subtitle I of the Resource Conservation and         
Recovery Act ("RCRA"). Under the Asset Conservation Act, the protections        
accorded to lenders under CERCLA are also accorded to the holders of security   
interests in underground storage tanks. However, liability for cleanup of       
petroleum contamination will most likely be governed by state law, which may    
not provide any specific protection for secured creditors or alternatively,     
may not impose liability on secured creditors.                                  

 Unless otherwise stated in the applicable prospectus supplement, the Seller
will represent, as of the applicable date described in such prospectus          
supplement, that either (1) to the best of its knowledge no Mortgaged Property  
securing a Multifamily or Mixed Use Mortgage Loan is subject to an              
environmental hazard that would have to be eliminated under applicable law      
before the sale of, or which could otherwise affect the marketability of, such  
Mortgaged Property or which would subject the owner or operator of such         
Mortgaged Property or a lender secured by such Mortgaged Property to liability  
under applicable law, and there are no liens which relate to the existence of   
any clean-up of a hazardous substance (and to the best of its knowledge no      
circumstances are existing that under law would give rise to any such lien)     
affecting the Mortgaged Property that are or may be liens prior to or on a      
parity with the lien of the related mortgage, or (2) an Environmental Policy    
is in effect with respect to each affected Mortgaged Property. In many cases    
the agreements will provide that the servicers, acting on behalf of the         
trustee, may not acquire title to a Mortgaged Property or take over its         
operation if such servicer has notice or knowledge of toxic or hazardous        
substances on such property unless such servicer has determined, based upon a   
report prepared by a person who regularly conducts environmental audits, that:  
(1) the Mortgaged Property is in compliance with applicable environmental laws  
or, if not, that taking such actions as are necessary to bring the Mortgaged    
Property in compliance therewith is likely to produce a greater recovery on a   
present value basis, after taking into account any risks associated therewith,  
than not taking such actions and (2) there are no circumstances present at the  
Mortgaged Property relating to the use, management or disposal of any           
hazardous substances for which investigation, testing, monitoring,              
containment, cleanup or remediation could be required under any federal, state  
or local law or regulation, or that, if any hazardous substances are present    
for which such action would be required, taking such actions with respect to    
the affected Mortgaged Property is in the best economic interest of             
securityholders. Such requirements effectively preclude enforcement of the      
security for the related mortgage Note until a satisfactory environmental       
assessment is obtained or any required remedial action is taken, reducing the   
likelihood that the trust will become liable for any environmental conditions   
affecting a Mortgaged Property, but making it more difficult to realize on the  
security for the mortgage loan. However, there can be no assurance that any     
environmental assessment obtained by a servicer will detect all possible        
environmental conditions or that the other requirements of the agreements,      
even if fully observed by the servicers will in fact insulate the trust from    
liability for environmental conditions.                                         

 If a lender is or becomes liable for clean-up costs, it may bring an action
for contribution against the current owners or operators, the owners or         
operators at the time of on-site disposal activity or any other party who       
contributed to the environmental hazard, but such persons or entities may be    
bankrupt or otherwise judgment-proof. Furthermore, such action against the      
borrower may be adversely affected by the limitations on recourse in the loan   
documents. Similarly, in some states anti-deficiency legislation and other      
statutes requiring the lender to exhaust its security before bringing a         
personal action against the borrower-trustor (see "--Anti-Deficiency            
Legislation and Other Limitations on Lenders"                                   

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above) may curtail the lender's ability to recover from its borrower the        
environmental clean-up and other related costs and liabilities incurred by the  
lender.                                                                         

DUE-ON-SALE CLAUSES IN MORTGAGE LOANS                                           

  Due-on-sale clauses permit the lender to accelerate the maturity of the loan
if the borrower sells or transfers, whether voluntarily or involuntarily, all   
or part of the real property securing the loan without the lender's prior       
written consent. The enforceability of these clauses has been the subject of    
legislation or litigation in many states, and in some cases, typically          
involving single family residential mortgage transactions, their                
enforceability has been limited or denied. In any event, the Garn-St. Germain   
Depository Institutions Act of 1982 (the "Garn-St. Germain Act") generally      
preempts state constitutional, statutory and case law that prohibits the        
enforcement of due-on-sale clauses and permits lenders to enforce these         
clauses in accordance with their terms. As a result, due-on-sale clauses have   
become enforceable except in those states whose legislatures exercised their    
authority to regulate the enforceability of due-on-sale clauses with respect    
to mortgage loans that were:                                                    

o originated or assumed during the "window period" under the Garn-St.     
   Germain Act which ended in all cases not later than October 15, 1982; and

o originated by lenders other than national banks, federal savings        
institutions and federal credit unions.                               

Freddie Mac has taken the position in its published mortgage servicing    
standards that, out of a total of eleven "window period states," five           
states--Arizona, Michigan, Minnesota, New Mexico and Utah--have enacted         
statutes extending, on various terms and for varying periods, the prohibition   
on enforcement of due-on-sale clauses with respect to certain categories of     
window period loans. Also, the Garn-St. Germain Act does "encourage" lenders    
to permit assumption of loans at the original rate of interest or at some       
other rate less than the average of the original rate and the market rate.      

In addition, under federal bankruptcy law, due-on-sale clauses may not be 
enforceable in bankruptcy proceedings and may, under certain circumstances, be  
eliminated in any modified mortgage resulting from a bankruptcy proceeding.     

ENFORCEABILITY OF PREPAYMENT CHARGES, LATE PAYMENT FEES AND DEBT-ACCELERATION   
CLAUSES                                                                         

Forms of notes, mortgages and deeds of trust used by lenders may contain  
provisions obligating the borrower to pay a late charge if payments are not     
timely made, and in some circumstances may provide for prepayment fees or       
penalties if the obligation is paid prior to maturity. In certain states,       
there are or may be specific limitations upon the late charges which a lender   
may collect from a borrower for delinquent payments. Certain states also limit  
the amounts that a lender may collect from a borrower as an additional charge   
if the loan is prepaid. Late charges and prepayment fees are typically          
retained by servicers as additional servicing compensation.                     

Some of the Multifamily and Mixed Use Mortgage Loans included in a trust  
will include a "debt-acceleration" clause, which permits the lender to          
accelerate the full debt upon a monetary or nonmonetary default of the          
borrower. The courts of all states will enforce clauses providing for           
acceleration in the event of a material payment default after giving effect to  
any appropriate notices. The courts of any state, however, may refuse to        
permit foreclosure of a mortgage or deed of trust when an acceleration of the   
indebtedness would be inequitable or unjust or the circumstances would render   
the acceleration unconscionable. Furthermore, in some states, the borrower may  
avoid foreclosure and reinstate an accelerated loan by paying only the          
defaulted amounts and the costs and attorneys' fees incurred by the lender in   
collecting such defaulted payments.                                             

EQUITABLE LIMITATIONS ON REMEDIES                                               

 In connection with lenders' attempts to realize upon their security, courts
have invoked general equitable principles. The equitable principles are         
generally designed to relieve the borrower from the legal effect of his         
defaults under the loan documents. Examples of judicial remedies that have      
been fashioned include judicial requirements that the lender undertake          
affirmative and expensive actions to determine the causes for the borrower's    
default and the likelihood that the borrower will be able to reinstate the      
loan. In some cases, courts have substituted their judgment for the lender's    
judgment and have required that lenders reinstate loans or recast payment       
schedules in order to accommodate borrowers who are suffering from temporary    
financial disability. In other cases, courts have limited the right of a        
lender to realize upon his security if the default under the security           
agreement is not monetary, such as the borrower's failure to adequately         

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maintain the property or the borrower's execution of secondary financing        
affecting the property. Finally, some courts have been faced with the issue of  
whether or not federal or state constitutional provisions reflecting due        
process concerns for adequate notice require that borrowers under security      
agreements receive notices in addition to the statutorily-prescribed minimums.  
For the most part, these cases have upheld the notice provisions as being       
reasonable or have found that, in cases involving the sale by a trustee under   
a deed of trust or by a mortgagee under a mortgage having a power of sale,      
there is insufficient state action to afford constitutional protections to the  
borrower.                                                                       

 Most conventional single-family mortgage loans may be prepaid in full or in
part without penalty. The regulations of the Federal Home Loan Bank Board       
prohibit the imposition of a prepayment penalty or equivalent fee for or in     
connection with the acceleration of a loan by exercise of a due-on-sale         
clause. A mortgagee to whom a prepayment in full has been tendered may be       
compelled to give either a release of the mortgage or an instrument assigning   
the existing mortgage. The absence of a restraint on prepayment, particularly   
with respect to Mortgage Loans having higher mortgage rates, may increase the   
likelihood of refinancing or other early retirements of the Mortgage Loans.     

APPLICABILITY OF USURY LAWS                                                     

  Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, enacted in March 1980 ("Title V"), provides that state usury           
limitations shall not apply to certain types of residential first mortgage      
loans originated by certain lenders after March 31, 1980. Similar federal       
statutes were in effect with respect to mortgage loans made during the first    
three months of 1980. The Federal Home Loan Bank Board is authorized to issue   
rules and regulations and to publish interpretations governing implementation   
of Title V. Title V authorizes any state to reimpose interest rate limits by    
adopting, before April 1, 1983, a state law, or by certifying that the voters   
of that state have voted in favor of any provision, constitutional or           
otherwise, which expressly rejects an application of the federal law. Fifteen   
states adopted such a law prior to the April 1, 1983 deadline. In addition,     
even where Title V is not so rejected, any state is authorized by the law to    
adopt a provision limiting discount points or other charges on mortgage loans   
covered by Title V.                                                             

 The depositor has been advised by counsel that a court interpreting Title V
would hold that residential Mortgage Loans related to a series originated on    
or after January 1, 1980, are subject to federal preemption. Therefore, in a    
state that has not taken the requisite action to reject application of Title V  
or to adopt a provision limiting discount points or other charges prior to      
origination of the residential Mortgage Loans, any such limitation under the    
state's usury law would not apply to the residential Mortgage Loans.            

 In any state in which application of Title V has been expressly rejected or
a provision limiting discount points or other charges is adopted, no Mortgage   
Loans originated after the date of the state action will be eligible as         
Primary Assets if the Mortgage Loans bear interest or provide for discount      
points or charges in excess of permitted levels. No Mortgage Loan originated    
prior to January 1, 1980 will bear interest or provide for discount points or   
charges in excess of permitted levels.                                          

MULTIFAMILY AND MIXED USE LOANS                                                 

The market value of any multifamily or mixed use property obtained in     
foreclosure or by deed in lieu of foreclosure will be based substantially on    
the operating income obtained from renting the dwelling units, the sale price,  
the value of any alternative uses, or such other factors as are considered by   
the originator. Because a default on a multifamily loan or mixed use loan is    
likely to have occurred because operating income, net of expenses, is           
insufficient to make debt service payments on such mortgage loan, it can be     
anticipated that the market value of such property will be less than was        
anticipated when such mortgage loan was originated. To the extent that the      
equity in the property does not absorb the loss in market value and such loss   
is not covered by other credit enhancement, a loss may be experienced. With     
respect to multifamily property consisting of an apartment building owned by a  
cooperative, the cooperative's ability to meet debt service obligations on the  
mortgage loan, as well as all other operating expenses, will be dependent in    
large part on the receipt of maintenance payments from the tenant-              
stockholders. Unanticipated expenditures may in some cases have to be paid by   
special assessments of the tenant-stockholders. The cooperative's ability to    
pay the principal balance of the mortgage loan at maturity may depend on its    
ability to refinance the mortgage loan. The depositor, the seller and the       
master servicer will have no obligation to provide refinancing for any such     
mortgage.                                                                       

In most states, hotel and motel room rates are considered accounts        
receivable under the UCC. Room rates are generally pledged by the borrower as   
additional security for the loan when a mortgage loan is secured by a hotel or  

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motel. In general, the lender must file financing statements in order to        
perfect its security interest in the room rates and must file continuation      
statements, generally every five years, to maintain that perfection. Mortgage   
Loans secured by hotels or motels may be included in the trust even if the      
security interest in the room rates was not perfected or the requisite UCC      
filings were allowed to lapse. A lender will generally be required to commence  
a foreclosure action or otherwise take possession of the property in order to   
enforce its rights to collect the room rates following a default, even if the   
lender's security interest in room rates is perfected under applicable          
nonbankruptcy law.                                                              

In the bankruptcy setting, the lender will be stayed from enforcing its   
rights to collect hotel and motel room rates. However, the room rates will      
constitute cash collateral and cannot be used by the bankrupt borrower without  
a hearing or the lender's consent, or unless the lender's interest in the room  
rates is given adequate protection.                                             

For purposes of the foregoing, the adequate protection may include a cash 
payment for otherwise encumbered funds or a replacement lien on unencumbered    
property, in either case equal in value to the amount of room rates that the    
bankrupt borrower proposes to use.                                              

LEASES AND RENTS                                                                

Some of the Multifamily and Mixed Use Mortgage Loans are secured by an    
assignment of leases (each, a "lease") and rents of one or more lessees (each,  
a "lessee"), either through a separate document of assignment or as             
incorporated in the mortgage. Under such assignments, the borrower under the    
mortgage loan typically assigns its right, title and interest as landlord       
under each lease and the income derived therefrom to the lender, while          
retaining a license to collect the rents for so long as there is no default     
under the mortgage loan documentation. The manner of perfecting the lender's    
interest in rents may depend on whether the borrower's assignment was absolute  
or one granted as security for the loan. Failure to properly perfect the        
lender's interest in rents may result in the loss of a substantial pool of      
funds that otherwise could serve as a source of repayment for the loan. In the  
event the borrower defaults, the license terminates and the lender may be       
entitled to collect rents. Some state laws may require that to perfect its      
interest in rents, the lender must take possession of the property and/or       
obtain judicial appointment of a receiver before becoming entitled to collect   
the rents. Lenders that actually take possession of the property, however, may  
incur potentially substantial risks attendant to being a mortgagee in           
possession. Such risks include liability for environmental clean-up costs and   
other risks inherent to property ownership. In addition, if bankruptcy or       
similar proceedings are commenced by or in respect of the borrower, the         
lender's ability to collect the rents may be adversely affected. In the event   
of borrower default, the amount of rent the lender is able to collect from the  
tenants can significantly affect the value of the lender's security interest.   

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENT                                  

  Notes and mortgages may contain provisions that obligate the borrower to pay
a late charge or additional interest if payments are not timely made. They may  
also contain provisions that prohibit prepayments for a specified period and/   
or condition prepayments upon the borrower's payment of prepayment premium,     
fee or charge. In some states, there are or may be specific limitations upon    
the late charges that a lender may collect from a borrower for delinquent       
payments. Some states also limit the amounts that a lender may collect from a   
borrower as an additional charge if the loan is prepaid. In addition, the       
enforceability of provisions that provide for prepayment premiums, fees and     
charges upon an involuntary prepayment is unclear under the laws of many        
states.                                                                         

SECONDARY FINANCING; DUE-ON-ENCUMBRANCE PROVISIONS                              

  Some mortgage loans secured by mixed use property or multifamily property do
not restrict secondary financing, thereby permitting the borrower to use the    
mortgaged property as security for one or more additional loans. Some mortgage  
loans secured by mixed use property or multifamily property preclude secondary  
financing (often by permitting the first lender to accelerate the maturity of   
its loan if the borrower further encumbers the mortgaged property) or may       
require the consent of the senior lender to any second or substitute            
financing; however, such provisions may be unenforceable in certain             
jurisdictions under certain circumstances. Unless otherwise specified in the    
applicable prospectus supplement, the related agreement will provide that if    
any mortgage loan contains a provision in the nature of a due-on-encumbrance    
clause, which by its terms: (1) provides that such mortgage loan shall (or may  
at the mortgagee's option) become due and payable upon the creation of any      
lien or other encumbrance on the related mortgaged property; or (2) requires    
the consent of the related mortgagee to the creation of any such lien or other  
encumbrance on the related mortgaged property, then for so long as such         
mortgage loan is included in the applicable trust, the applicable servicer, on  

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behalf of the trustee, will be requested to exercise (or decline to exercise)   
any right it may have as the mortgagee of record with respect to such mortgage  
loan to (x) accelerate the payments thereon, or (y) withhold its consent to     
the creation of any such lien or other encumbrance, in a manner consistent      
with the servicing standard set forth in the agreements.                        

Where the borrower encumbers a mortgaged property with one or more junior 
liens, the senior lender is subject to additional risk. First, the borrower     
may have difficulty servicing and repaying multiple loans. Second, acts of the  
senior lender that prejudice the junior lender or impair the junior lender's    
security may create a superior equity in favor of the junior lender. For        
example, if the borrower and the senior lender agree to an increase in the      
principal balance of or the interest rate payable on the senior loan, the       
senior lender may lose its priority to the extent an existing junior lender is  
prejudiced or the borrower is additionally burdened. Third, if the borrower     
defaults on the senior loan and/or any junior loan or loans, the existence of   
junior loans and actions taken by junior lenders can impair the security        
available to the senior lender and can interfere with, delay and in certain     
circumstances even prevent the taking of action by the senior lender. Fourth,   
the bankruptcy of a junior lender may operate to stay foreclosure or similar    
proceedings by the senior lender.                                               

CERTAIN LAWS AND REGULATIONS                                                    

Mortgaged properties are subject to compliance with various federal, state
and local statutes and regulations. Failure to comply (together with an         
inability to remedy any such failure) could result in material diminution in    
the value of a mortgaged property that could, together with the possibility of  
limited alternative uses for a particular mortgaged property, result in a       
failure to realize the full principal balance of the related mortgage loan.     

AMERICANS WITH DISABILITIES ACT                                                 

Under Title III of the Americans with Disabilities Act of 1990 and rules  
promulgated thereunder (collectively, the "ADA"), owners of public              
accommodations (such as hotels, restaurants, shopping centers, hospitals,       
schools and social service center establishments) must remove architectural     
and communication barriers that are structural in nature from existing places   
of public accommodation to the extent "readily achievable." In addition, under  
the ADA, alterations to a place of public accommodation or a commercial         
facility are to be made so that, to the maximum extent feasible, such altered   
portions are readily accessible to and useable by disabled individuals. The     
"readily achievable" standard takes into account, among other factors, the      
financial resources of the affected site, owner, landlord or other applicable   
person. In addition to imposing a possible financial burden on the borrower in  
its capacity as owner or landlord, the ADA may also impose such requirements    
on a foreclosing lender who succeeds to the interest of the borrower as owner   
or landlord. Furthermore, because the "readily achievable" standard may vary    
depending on the financial condition of the owner or landlord, a foreclosing    
secured party who is financially more capable than the borrower of complying    
with the requirements of the ADA may be subject to more stringent requirements  
than those to which the borrower is subject.                                    

PERSONAL PROPERTY                                                               

The equipment securing a franchise loan generally is considered personal  
property. The creation and enforcement of liens on personal property generally  
are governed by the UCC as adopted in the applicable jurisdiction. To the       
extent that personal property has been pledged to secure a loan, the security   
interest is generally perfected by the filing of financing statements and by    
subsequent filing of continuation statements as required. If a trustee or       
servicer fails to file any necessary continuation statement, another            
creditor's security interest in the related property could have priority over   
the security interest of the related trust.                                     

  Repossession of personal property is governed by state law and is subject to
certain limitations. Some states require that the borrower be given a period    
of time prescribed by statute before repossession may commence.                 

ADJUSTABLE INTEREST RATE LOANS                                                  

ARMs originated by non-federally chartered lenders have historically been 
subject to a variety of restrictions. These restrictions differed from state    
to state, resulting in difficulties in determining whether a particular         
alternative mortgage instrument originated by a state-chartered lender          
complied with applicable law. These difficulties were alleviated substantially  
as a result of the enactment of Title VIII of the Garn-St. Germain Act ("Title  
VIII"). Title VIII provides that, notwithstanding any state law to the          
contrary, state-chartered banks may originate "alternative mortgage             

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instruments" (including ARMs) in accordance with regulations promulgated by     
the Comptroller of the Currency with respect to origination of alternative      
mortgage instruments by national banks; state-chartered credit unions may       
originate alternative mortgage instruments in accordance with regulations       
promulgated by the National Credit Union Administration with respect to         
origination of alternative mortgage instruments by federal credit unions and    
all other non-federally chartered housing creditors, including state-chartered  
savings and loan associations; and state-chartered savings banks and mortgage   
banking companies may originate alternative mortgage instruments in accordance  
with the regulations promulgated by the Federal Home Loan Bank Board with       
respect to origination of alternative mortgage instruments by federal savings   
and loan associations. Title VIII provides that any state may reject            
applicability of the provisions of Title VIII by adopting, prior to October 15, 
1985, a law or constitutional provision expressly rejecting the applicability   
of these provisions. Certain states have taken this type of action.             

 The depositor has been advised by its counsel that it is their opinion that
a court interpreting Title VIII would hold that ARMs that were originated by    
state-chartered lenders before the date of enactment of any state law or        
constitutional provision rejecting applicability of Title VIII would not be     
subject to state laws imposing restrictions or prohibitions on the ability of   
state-chartered lenders to originate alternative mortgage instruments.          

MANUFACTURED HOME LOANS                                                         

Security Interests in the Manufactured Homes                              

Law governing perfection of a security interest in a Manufactured Home    
varies from state to state. Security interests in Manufactured Homes may be     
perfected either by notation of the secured party's lien on the certificate of  
title or by delivery of the required documents and payment of a fee to the      
state motor vehicle authority, depending on state law. In some nontitle         
states, perfection pursuant to the provisions of the UCC is required. The       
lender or a servicer may effect a notation or delivery of the required          
documents and fees, and obtain possession of the certificate of title, as       
appropriate under the laws of the state in which any manufactured home          
securing a Manufactured Home Loan is registered. In the event the notation or   
delivery is not effected or the security interest is not filed in accordance    
with the applicable law (for example, is filed under a motor vehicle title      
statute rather than under the UCC, in a few states), a first priority security  
interest in the Manufactured Home securing a Manufactured Home Loan may not be  
obtained.                                                                       

As Manufactured Homes have become larger and often have been attached to  
their sites without any apparent intention to move them, courts in many states  
have held that Manufactured Homes, under certain circumstances, may become      
subject to real estate title and recording laws. As a result, a security        
interest in a Manufactured Home could be rendered subordinate to the interests  
of other parties claiming an interest in the Manufactured Home under            
applicable state real estate law. In order to perfect a security interest in a  
Manufactured Home under real estate laws, the holder of the security interest   
must file either a "fixture filing" under the provisions of the UCC or a real   
estate mortgage under the real estate laws of the state where the home is       
located. These filings must be made in the real estate records office of the    
county where the home is located.                                               

Manufactured Home Loans typically contain provisions prohibiting the      
borrower from permanently attaching the Manufactured Home to its site. So long  
as the borrower does not violate this agreement, a security interest in the     
Manufactured Home will be governed by the certificate of title laws or the      
UCC, and the notation of the security interest on the certificate of title or   
the filing of a UCC financing statement will be effective to maintain the       
priority of the security interest in the Manufactured Home. If, however, a      
Manufactured Home is permanently attached to its site, other parties could      
obtain an interest in the Manufactured Home that is prior to the security       
interest originally retained by the lender or its assignee. With respect to a   
series of Securities evidencing interests in a trust fund that includes         
Manufactured Home Loans and as described in the prospectus supplement, the      
depositor may be required to perfect a security interest in the Manufactured    
Home under applicable real estate laws. If the real estate filings are not      
made and if any of the foregoing events were to occur, the only recourse of     
the securityholders would be against the depositor pursuant to its repurchase   
obligation for breach of warranties. A PMBS Agreement pursuant to which         
Private Mortgage-Backed Securities backed by Manufactured Home Loans are        
issued will, unless otherwise specified in the prospectus supplement, have      
substantially similar requirements for perfection of a security interest.       

 In general, upon an assignment of a Manufactured Home Loan, the certificate
of title relating to the Manufactured Home will not be amended to identify the  
assignee as the new secured party. In most states, an assignment is an          
effective conveyance of the security interest without amendment of any lien     
noted on the related certificate of title and the new secured party succeeds    
to the assignor's rights as the secured party. However, in some states there    
exists a risk                                                                   

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that, in the absence of an amendment to the certificate of title, the           
assignment of the security interest might not be held effective against         
creditors of the assignor.                                                      

Relocation of a Manufactured Home                                         

  In the event that the owner of a Manufactured Home moves the home to a state
other than the state in which the Manufactured Home initially is registered,    
under the laws of most states the perfected security interest in the            
Manufactured Home would continue for four months after relocation and           
thereafter only if and after the owner reregisters the Manufactured Home in     
the state. If the owner were to relocate a Manufactured Home to another state   
and not reregister the Manufactured Home in the state, and if steps are not     
taken to reperfect the trustee's security interest in the state, the security   
interest in the Manufactured Home would cease to be perfected.                  

A majority of states generally require surrender of a certificate of title
to reregister a Manufactured Home; accordingly, possession of the certificate   
of title to the Manufactured Home must be surrendered or, in the case of        
Manufactured Homes registered in states that provide for notation of lien, the  
notice of surrender must be given to any person whose security interest in the  
Manufactured Home is noted on the certificate of title. Accordingly, the owner  
of the Manufactured Home Loan would have the opportunity to reperfect its       
security interest in the Manufactured Home in the state of relocation. In       
states that do not require a certificate of title for registration of a         
Manufactured Home, reregistration could defeat perfection.                      

 In the ordinary course of servicing the Manufactured Home Loans, the master
servicer will be required to take steps to effect reperfection upon receipt of  
notice of reregistration or information from the borrower as to relocation.     
Similarly, when a borrower under a Manufactured Home Loan sells the related     
Manufactured Home, the trustee must surrender possession of the certificate of  
title or the trustee will receive notice as a result of its lien noted thereon  
and accordingly will have an opportunity to require satisfaction of the         
related Manufactured Home Loan before release of the lien. Under the            
Agreements, the depositor is obligated to take these steps, at the servicer's   
expense, as are necessary to maintain perfection of security interests in the   
Manufactured Homes. PMBS Agreements pursuant to which Private Mortgage-Backed   
Securities backed by Manufactured Home Loans are issued will impose             
substantially similar requirements.                                             

Intervening Liens                                                         

  Under the laws of most states, liens for repairs performed on a Manufactured
Home take priority even over a perfected security interest. The depositor will  
represent that it has no knowledge of any such liens with respect to any        
Manufactured Home securing payment on any Manufactured Home Loan. However, the  
liens could arise at any time during the term of a Manufactured Home Loan. No   
notice will be given to the trustee or securityholders in the event a lien      
arises. PMBS Agreements pursuant to which Private Mortgage-Backed Securities    
backed by Manufactured Home Loans are issued will contain substantially         
similar requirements.                                                           

Enforcement of Security Interests in Manufactured Homes                   

So long as the Manufactured Home has not become subject to the real estate
law, a creditor can repossess a Manufactured Home securing a Manufactured Home  
Loan by voluntary surrender, by "self-help" repossession that is "peaceful"     
(i.e., without breach of the peace) or in the absence of voluntary surrender    
and the ability to repossess without breach of the peace, by judicial process.  
The holder of a Manufactured Home Loan must give the debtor a number of days'   
notice, which varies from 10 to 30 days depending on the state, prior to        
commencement of any repossession. The UCC and consumer protection laws in most  
states place restrictions on repossession sales, including requiring prior      
notice to the debtor and commercial reasonableness in effecting the sale. The   
law in most states also requires that the debtor be given notice of any sale    
prior to resale of the unit so that the debtor may redeem at or before the      
resale. In the event of repossession and resale of a Manufactured Home, the     
holder of a Manufactured Home Loan would be entitled to be paid out of the      
sale proceeds before the proceeds could be applied to the payment of the        
claims of unsecured creditors or the holders of subsequently perfected          
security interests or, thereafter, to the borrower.                             

  Under the laws applicable in most states, a creditor is entitled to obtain a
deficiency judgment from a borrower for any deficiency on repossession and      
resale of the Manufactured Home securing the borrower's loan. However, some     
states impose prohibitions or limitations on deficiency judgments. See          
"--Anti-Deficiency Legislation and Other Limitations on Lenders" above.         

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Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the    
ability of a lender to repossess and resell collateral or enforce a deficiency  
judgment. See "--Anti-Deficiency Legislation and Other Limitations on           
Lenders--Federal Bankruptcy and Other Laws Affecting Creditors' Rights" and     
"--Equitable Limitations on Remedies" above.                                    

Consumer Protection Laws                                                  

  The so-called "Holder-In-Due-Course" rule of the Federal Trade Commission is
intended to defeat the ability of the transferor of a consumer credit contract  
who is the seller of goods that gave rise to the transaction (and certain       
related lenders and assignees) to transfer the contract free of notice of       
claims by the borrower thereunder. The effect of this rule is to subject the    
assignee of the contract to all claims and defenses that the borrower could     
assert against the seller of goods. Liability under this rule is limited to     
amounts paid under a Manufactured Home Loan; however, the borrower also may be  
able to assert the rule to set off remaining amounts due as a defense against   
a claim brought against the borrower. Numerous other federal and state          
consumer protection laws impose requirements applicable to the origination and  
lending pursuant to the Manufactured Home Loan, including the Truth-in-Lending  
Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair    
Credit Reporting Act, the Equal Credit Opportunity Act, the Fair Debt           
Collection Practices Act and the Uniform Consumer Credit Code. In the case of   
some of these laws, the failure to comply with their provisions may affect the  
enforceability of the related Manufactured Home Loan.                           

Transfers of Manufactured Homes; Enforceability of "Due-on-Sale" Clauses  

Loans and installment sale contracts relating to a Manufactured Home Loan 
typically prohibit the sale or transfer of the related Manufactured Homes       
without the consent of the lender and permit the acceleration of the maturity   
of the Manufactured Home Loans by the lender upon any the sale or transfer for  
which no the consent is granted.                                                

In the case of a transfer of a Manufactured Home, the lender's ability to 
accelerate the maturity of the related Manufactured Home Loan will depend on    
the enforceability under state law of the "due-on-sale" clause. The Garn-St.    
Germain Depositary Institutions Act of 1982 preempts, subject to certain        
exceptions and conditions, state laws prohibiting enforcement of "due-on-sale"  
clauses applicable to the Manufactured Homes. See "--Due-On-Sale Clauses in     
Mortgage Loans" above. With respect to any Manufactured Home Loan secured by a  
Manufactured Home occupied by the borrower, the ability to accelerate will not  
apply to those types of transfers discussed in "Due-On-Sale Clauses in          
Mortgage Loans" above. FHA Loans and VA Loans are not permitted to contain      
"due-on-sale" clauses, and so are freely assumable.                             

Applicability of Usury Laws                                               

Title V provides that, subject to the following conditions, state usury   
limitations will not apply to any loan that is secured by a first lien on       
certain kinds of Manufactured Homes. The Manufactured Home Loans would be       
covered if they satisfy certain conditions, among other things, governing the   
terms of any prepayments, late charges and deferral fees and requiring a 30-    
day notice period prior to instituting any action leading to repossession of    
or foreclosure with respect to the related unit. See "--Applicability of Usury  
Laws" above.                                                                    

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain anticipated material     
federal income tax consequences of the purchase, ownership and disposition of   
the securities. This discussion has been prepared with the advice of McKee      
Nelson LLP and Dechert LLP, each as special counsel to the depositor. This      
discussion is based on authorities currently in effect, all of which are        
subject to change or differing interpretations. Any such change or differing    
interpretation could be applied retroactively. No rulings have been or will be  
sought from the IRS with respect to any of the matters discussed below, and no  
assurance can be given that the views of the IRS with respect to those matters  
will not differ from that described below.                                      

This discussion is directed solely to Security Owners that purchase       
securities at issuance and hold them as "capital assets" within the meaning of  
Section 1221 of the Code. The discussion does not purport to cover all federal  
income tax consequences applicable to particular investors, some of which may   
be subject to special rules. Investors subject to such special rules include    
dealers in securities, certain traders in securities, financial institutions,   
tax-exempt organizations,                                                       

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insurance companies, persons who hold securities as part of a hedging           
transaction or as a position in a straddle or conversion transaction, persons   
whose functional currency is not the U.S. dollar, or persons who elect to       
treat gain recognized on the disposition of a security as investment income     
under Section 163(d)(4)(B)(iii) of the Code.                                    

In addition, this discussion does not address the state, local, foreign or
other tax consequences of the purchase, ownership, and disposition of           
securities. We recommend that you consult your own tax advisor in determining   
the state, local, foreign and other tax consequences of the purchase,           
ownership, and disposition of securities. Moreover, this discussion may be      
supplemented by a discussion in the applicable prospectus supplement.           

In this discussion, when we use the term:                                 

o "Security Owner," we mean any person holding a beneficial ownership     
interest in securities;                                               

o "Code," we mean the Internal Revenue Code of 1986, as amended;          

o "IRS," we mean the Internal Revenue Service;                            

o "AFR," we mean the applicable federal rate, which is an average of then 
 prevailing yields for U.S. Treasury securities with specified ranges of
   maturities and which is computed and published monthly by the IRS for use
in various tax calculations;                                          

o "Foreign Person," we mean any person other than a U.S. Person; and      

o "U.S. Person," we mean (i) a citizen or resident of the United States;  
  (ii) a corporation (or entity treated as a corporation for tax purposes)
   created or organized in the United States or under the laws of the United
   States or of any state thereof, including, for this purpose, the District
  of Columbia; (iii) a partnership (or entity treated as a partnership for
tax purposes) organized in the United States or under the laws of the 
 United States or of any state thereof, including, for this purpose, the
District of Columbia (unless provided otherwise by future Treasury    
 regulations); (iv) an estate whose income is includible in gross income
  for United States income tax purposes regardless of its source; or (v) a
trust, if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more U.S. 
   Persons have authority to control all substantial decisions of the trust.
  Notwithstanding the preceding clause, to the extent provided in Treasury
regulations, certain trusts that were in existence on August 20, 1996,
 that were treated as U.S. Persons prior to such date, and that elect to
continue to be treated as U.S. Persons, also are U.S. Persons.        

TYPES OF SECURITIES                                                             

This discussion addresses the following four types of securities:         

o REMIC certificates;                                                     

o exchangeable securities;                                                

 o notes issued by a trust, including a trust for which an election to treat
such entity as a "real estate investment trust" within the meaning of 
Section 856(a) of the Code (a "REIT") has been made;                  

o trust certificates issued by trusts for which a REMIC election is not   
made; and                                                             

o securities that comprise an interest in one of the foregoing and an     
interest in other property such as a notional principal contract      
("Stapled Securities").                                               

The prospectus supplement for each series of securities will indicate the 
tax characterization of each security issued pursuant to that supplement. Set   
forth below is a general description of each type of tax characterization,      
with references to more detailed discussions regarding particular securities.   
The discussions under "--Special Tax Attributes," "--Backup Withholding" and    
"--Reportable Transactions" below address all types of securities.              

REMIC Certificates Generally                                              

With respect to each series of REMIC certificates, McKee Nelson LLP or    
Dechert LLP ("Company Counsel") will deliver its opinion that, assuming         
compliance with all provisions of the related trust agreement and related       
documents, the related trust will comprise one or more "REMICs" within the      
meaning of Section 860D of the Code and the classes of interests offered will   
be considered to be "regular interests" or "residual interests" in a REMIC      
within the meaning                                                              

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set out in Section 860G(a) of the Code. The prospectus supplement for REMIC     
certificates will identify the regular interests and residual interest in the   
REMIC.                                                                          

A REMIC may issue one or more classes of regular interests and must issue 
one and only one class of residual interest. In this discussion, we refer to a  
REMIC certificate representing a regular interest in a REMIC as a "REMIC        
regular certificate." REMIC regular certificates will be treated for federal    
income tax purposes as debt instruments issued by the REMIC. The tax treatment  
of securities treated as debt instruments, including REMIC regular              
certificates, is discussed under "--Taxation of Securities Treated as Debt      
Instruments" below. You should be aware, however, that although you normally    
would take interest income on a debt instrument into account under your         
regular method of accounting, you must include interest accrued on a REMIC      
regular certificate in income under the accrual method of accounting            
regardless of the method of accounting you otherwise use for tax purposes.      

 In this discussion, we refer to a REMIC certificate representing a residual
interest in a REMIC as a "REMIC residual certificate" and the owner of a        
beneficial interest in a REMIC residual certificate as a "Residual Owner." The  
tax treatment of REMIC residual certificates is discussed under "--REMIC        
Residual Certificates" below.                                                   

A REMIC is subject to tax at a rate of 100 percent on the net income the  
REMIC derives from prohibited transactions. In general, a "prohibited           
transaction" means the disposition of a qualified mortgage other than pursuant  
to certain specified exceptions, the receipt of income from a source other      
than a qualified mortgage or certain other permitted investments, the receipt   
of compensation for services, or gain from the disposition of an asset          
purchased with the payments on the qualified mortgages for temporary            
investment pending distribution on the REMIC certificates. The Code also        
imposes a 100 percent tax on the value of any contribution of assets to the     
REMIC after the closing date other than pursuant to specified exceptions, and   
subjects "net income from foreclosure property" to tax at the highest           
corporate rate. We do not anticipate that any REMIC with respect to which we    
will offer certificates will engage in any such transactions or receive any     
such income.                                                                    

  If an entity elects to be treated as a REMIC but fails to comply with one or
more of the ongoing requirements of the Code for REMIC status during any        
taxable year, the entity will not qualify as a REMIC for such year and          
thereafter. In this event, the entity may be subject to taxation as a separate  
corporation, and the certificates issued by the entity may not be accorded the  
status described under "--Special Tax Attributes" below. In the case of an      
inadvertent termination of REMIC status, the Treasury Department has authority  
to issue regulations providing relief; however, sanctions, such as the          
imposition of a corporate tax on all or a portion of the entity's income for    
the period during which the requirements for REMIC status are not satisfied,    
may accompany any such relief.                                                  

Stapled Securities                                                        

As provided in the applicable prospectus supplement, a security may       
represent both: (a) the ownership of a REMIC regular interest, an exchangeable  
security, a note, a trust certificate, or a partner certificate; and (b) an     
interest in a notional principal contract.                                      

  With respect to a REMIC, for example, this can occur if the applicable trust
agreement provides that the rate of interest payable by the REMIC on the        
regular interest is subject to a cap based on the weighted average of the net   
interest rates payable on the qualified mortgages held by the REMIC. In such a  
case, the trust agreement may provide for a reserve fund that will be held as   
part of the trust fund but not as an asset of any REMIC created pursuant to     
the trust agreement (an "outside reserve fund"). The outside reserve fund       
would typically be funded from monthly excess cashflow. If the interest         
payments on a regular interest were limited due to the above-described cap,     
payments of any interest shortfall due to application of that cap would be      
made to the regular interest holder to the extent of funds on deposit in the    
outside reserve fund. For federal income tax purposes, payments from the        
outside reserve fund will be treated as payments under a notional principal     
contract written by the owner of the outside reserve fund in favor of the       
regular interest holders.                                                       

  Among other requirements, the holder of a Stapled Security must allocate its
purchase price for such security between its components. See the applicable     
prospectus supplement for further information.                                  

Exchangeable Securities Generally                                         

  Each class of exchangeable securities will represent beneficial ownership of
one or more interests in one or more REMIC certificates. The prospectus         
supplement will specify whether each class of exchangeable securities           
represents a                                                                    

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proportionate or disproportionate interest in each underlying REMIC             
certificate. The exchangeable securities will be created, sold and              
administered pursuant to an arrangement that will be treated as a grantor       
trust under subpart E, part I of subchapter J of the Code. The tax treatment    
of exchangeable securities is discussed under "--Exchangeable Securities"       
below.                                                                          

Issuance of Notes Generally                                               

For each issuance of notes by a trust that does not make a REMIC election,
Company Counsel will deliver its opinion that, assuming compliance with the     
trust agreement and related documents, the notes will constitute debt           
instruments for federal income tax purposes. Generally, no regulations,         
published rulings, or judicial decisions exist that definitively characterize   
for federal income tax purposes securities with terms substantially the same    
as the notes. The depositor and the trustee will agree, and the beneficial      
owners of notes will agree by their purchase of the notes, to treat the notes   
as debt for all tax purposes. The tax treatment of securities treated as debt   
instruments is discussed under "--Taxation of Securities Treated as Debt        
Instruments" below. If, contrary to the opinion of Company Counsel, the IRS     
successfully asserted that the notes were not debt instruments for federal      
income tax purposes, the notes might be treated as equity interests in the      
trust, and the timing and amount of income allocable to beneficial owners of    
those notes might be different than as described under "--Taxation of           
Securities Treated as Debt Instruments."                                        

 With respect to certain trusts that issue notes, an election may be made to
treat the trust as a REIT. In general, a REIT receives certain tax benefits,    
provided the REIT complies with requirements relating to its assets, its        
income and its operations, all as further provided in the Code. The             
classification of the trust issuing notes as a REIT generally will not have     
any tax consequences for a beneficial owner of a note.                          

Classification of Trust Certificates Generally                            

With respect to each series of trust certificates for which no REMIC      
election is made, Company Counsel will deliver its opinion (unless otherwise    
limited by the related prospectus supplement) that, assuming compliance with    
the trust agreement, either: (1) the trust will be classified as a trust under  
applicable Treasury regulations and will not be taxable as a corporation and    
that each beneficial owner of a certificate will be an owner of the trust       
under the provisions of subpart E, part I, of subchapter J of the Code (we      
refer to such a trust herein as a "Grantor Trust" and to the certificates       
issued by the trust as "Grantor Trust Certificates"); or (2) the trust will be  
classified as a partnership for federal income tax purposes that is not         
taxable as a corporation under the taxable mortgage pool rules of               
Section 7701(i) of the Code or the publicly traded partnership rules of         
Section 7704 of the Code and that each beneficial owner of a certificate        
issued by the trust will be a partner in that partnership (we refer to such     
certificates as "Partner Certificates"). The depositor and the trustee will     
agree, and the beneficial owners of Grantor Trust Certificates or Partner       
Certificates will agree by their purchase of such securities, to treat the      
trust and the related securities consistent with the manner provided in the     
related supplement for all tax purposes. The proper characterization of the     
arrangement involving Grantor Trust Certificates or Partner Certificates may    
not be clear, because there may be no authority on closely comparable           
transactions. For a discussion of the tax treatment of Grantor Trust            
Certificates, see "--Grantor Trust Certificates" below, and for a discussion    
of the tax treatment of Partner Certificates, see "--Partner Certificates"      
below.                                                                          

TAXATION OF SECURITIES TREATED AS DEBT INSTRUMENTS                              

When we refer to "Debt Securities" in the discussion that follows, we mean
(i) REMIC regular certificates and (ii) notes issued by a trust that does not   
make a REMIC election. This discussion is based in part on the regulations      
applicable to original issue discount (the "OID Regulations") and in part on    
the provisions of the Tax Reform Act of 1986 (the "1986 Act"). Prospective      
investors should be aware, however, that the OID Regulations do not adequately  
address certain issues relevant to prepayable securities, such as the Debt      
Securities. To the extent that those issues are not addressed in the OID        
Regulations, the trustee intends to apply the method described in the           
Conference Committee Report to the 1986 Act. No assurance can be provided that  
the IRS will not take a different position as to those matters not currently    
addressed by the OID Regulations. Moreover, the OID Regulations include an      
anti-abuse rule allowing the IRS to apply or depart from the OID Regulations    
where necessary or appropriate to ensure a reasonable tax result because of     
the applicable statutory provisions. A tax result will not be considered        
unreasonable under the anti-abuse rule in the absence of a substantial effect   
on the present value of a taxpayer's tax liability. Prospective investors are   
advised to consult their own tax advisors as to the discussion therein and the  
appropriate method for reporting interest and original issue discount with      
respect to Debt Securities.                                                     

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Interest Income and OID                                                   

Debt Securities may be treated as having been issued with original issue  
discount within the meaning of Section 1273(a) of the Code ("OID"). A debt      
instrument is issued with OID to the extent its stated redemption price at      
maturity exceeds its issue price and such excess is more than a de minimis      
amount. Although not clear, the de minimis amount for a class of Debt           
Securities would appear to equal the product of (1) 0.25 percent, (2) the       
stated redemption price at maturity of the class and (3) the weighted average   
maturity of the class, computed by taking into account the prepayment           
assumption discussed below. A beneficial owner of a Debt Security generally     
must report de minimis OID with respect to that Debt Security pro rata as       
principal payments are received, and that income will be capital gain if the    
Debt Security is held as a capital asset.                                       

 For OID purposes, the issue price of a Debt Security generally is the first
price at which a substantial amount of that class is sold to the public         
(excluding bond houses, brokers and underwriters). Although unclear under the   
OID Regulations, it is anticipated that the trustee will treat the issue price  
of a Debt Security as to which there is no substantial sale as of the issue     
date, or that is retained by the depositor, as the fair market value of the     
class as of the issue date. The issue price of a Debt Security also includes    
any amount paid by an beneficial owner of that Debt Security for accrued        
interest that relates to a period before the issue date of the Debt Security,   
unless the Security Owner elects on its federal income tax return to exclude    
that amount from the issue price and to recover it on the first distribution    
date.                                                                           

The stated redemption price at maturity of a debt instrument includes all 
payments, other than interest unconditionally payable at fixed intervals of     
one year or less at either a fixed rate or a variable rate ("Qualified Stated   
Interest"). Interest is unconditionally payable only if either (1) reasonable   
legal remedies exist to compel the timely payment of interest or (2) the terms  
or conditions under which the debt instrument is issued make the late payment   
or nonpayment of interest a remote likelihood. Because a portion of the         
interest payable on the Debt Securities may be deferred, it is possible that    
some or all of such interest may not be treated as unconditionally payable.     
Nevertheless, for tax information reporting purposes, unless disclosed          
otherwise in the applicable prospectus supplement, the trustee or other person  
responsible for tax information reporting will treat all stated interest on     
each class of Debt Securities as Qualified Stated Interest, provided that       
class is not an interest-only class, a class the interest on which is not       
payable currently in all accrual periods (an "accrual class"), or a class the   
interest on which is substantially disproportionate to its principal amount (a  
"super-premium class").                                                         

To the extent stated interest payable on a class of Debt Securities, other
than a class of REMIC regular certificates, is Qualified Stated Interest, such  
interest will be taxable as ordinary income to a Security Owner in accordance   
with such Security Owner's method of tax accounting. If, however, all or a      
portion of the stated interest payable on the class of Debt Securities is not   
Qualified Stated Interest, then the stated interest, or portion thereof, would  
be included in the Debt Security's stated redemption price at maturity.         
Qualified Stated Interest payable on a REMIC regular certificate must be        
included in the income of the Security Owner under an accrual method of         
accounting, regardless of the method otherwise used by the Security Owner.      

 If a Debt Security is issued with OID, a Security Owner will be required to
include in income, as ordinary income, the daily portion of such OID            
attributable to each day it holds such Debt Security. This requirement          
generally will result in the accrual of income before the receipt of cash       
attributable to that income.                                                    

The daily portion of such OID will be determined on a constant yield to   
maturity basis in accordance with Section 1272(a)(6) of the Code (the "PAC      
Method"). Under the PAC Method, the amount of OID allocable to any accrual      
period for a class of Debt Securities will equal (1) the sum of (i) the         
adjusted issue price of that class of Debt Securities at the end of the         
accrual period and (ii) any payments made on that class of Debt Securities      
during the accrual period of amounts included in the stated redemption price    
at maturity of that class of Debt Securities, minus (2) the adjusted issue      
price of that class of Debt Securities at the beginning of the accrual period.  
The OID so determined is allocated ratably among the days in the accrual        
period to determine the daily portion for each such day. The trustee will       
treat the monthly period (or shorter period from the date of original issue)    
ending on the day before each Distribution Date as the accrual period.          

The adjusted issue price of a class of Debt Securities at the beginning of
its first accrual period will be its issue price. The adjusted issue price at   
the end of any accrual period (and, therefore, at the beginning of the          
subsequent accrual period) is determined by discounting the remaining payments  
due on that class of Debt Securities at their yield to                          

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maturity. The remaining payments due are determined based on the prepayment     
assumption made in pricing the Debt Securities, but are adjusted to take into   
account the effect of payments actually made on the trust's assets.             

For this purpose, the yield to maturity of a class of Debt Securities is  
determined by projecting payments due on that class of Debt Securities based    
on a prepayment assumption made with respect to the trust's assets. The yield   
to maturity of a class of Debt Securities is the discount rate that, when       
applied to the stream of payments projected to be made on that class of Debt    
Securities as of its issue date, produces a present value equal to the issue    
price of that class of Debt Securities. The Code requires that the prepayment   
assumption be determined in the manner prescribed in Treasury Department        
regulations. To date, no such regulations have been issued. The legislative     
history of this Code provision indicates that the regulations will provide      
that the assumed prepayment rate must be the rate used by the parties in        
pricing the particular transaction. The prospectus supplement related to each   
series will describe the prepayment assumption to be used for tax reporting     
purposes. No representation, however, is made as to the rate at which           
principal payments or recoveries on the trust's assets actually will occur.     

Under the PAC Method, accruals of OID will increase or decrease (but never
below zero) to reflect the fact that payments on the trust's assets are         
occurring at a rate that is faster or slower than that assumed under the        
prepayment assumption. If the OID accruing on a class of Debt Securities is     
negative for any period, a beneficial owner of a Debt Security of that class    
will be entitled to offset such negative accruals only against future positive  
OID accruals on that Debt Security. It is possible, although not certain, that  
a Security Owner might be permitted to recognize a loss in such a situation to  
the extent the Security Owner's basis in the Debt Security exceeds the maximum  
amount of payments that it could ever receive with respect to that Debt         
Security. However, such a loss may be a capital loss, which is limited in its   
deductibility. The foregoing considerations are particularly relevant to Debt   
Securities that are interest-only classes or super-premium classes, because     
they can have negative yields if the underlying loans held by the trust prepay  
more quickly than anticipated.                                                  

Under the OID Regulations, OID of only a de minimis amount, other than de 
minimis OID attributable to a so-called "teaser" interest rate or an initial    
interest holiday, will be included in income as each payment of stated          
principal is made, based on the product of (i) the total amount of the de       
minimis OID and (ii) a fraction, the numerator of which is the amount of the    
principal payment and the denominator of which is the outstanding stated        
principal amount of the Debt Security.                                          

Variable Rate Securities                                                  

Debt Securities may provide for interest based on a variable rate. The    
amount of OID for a Debt Security bearing a variable rate of interest will      
accrue in the manner described under "--Interest Income and OID" above, with    
the yield to maturity and future payments on that Debt Security generally to    
be determined by assuming that interest will be payable for the life of the     
Debt Security based on the initial rate (or, if different, the value of the     
applicable variable rate as of the pricing date) for that Debt Security. It is  
anticipated that the trustee will treat interest payable at a variable rate as  
Qualified Stated Interest, other than variable interest on an interest-only     
class, super-premium class or accrual class. OID reportable for any period      
will be adjusted based on subsequent changes in the applicable interest rate    
index.                                                                          

Acquisition Premium                                                       

If a Security Owner purchases a Debt Security for a price that is greater 
that its adjusted issue price but less than its stated redemption price at      
maturity, the Security Owner will have acquired the Debt Security at an         
"acquisition premium" as that term is defined in Section 1272(a)(7) of the      
Code. The Security Owner must reduce future accruals of OID on the Debt         
Security by the amount of the acquisition premium. Specifically, a Security     
Owner must reduce each future accrual of OID on the Debt Security by an amount  
equal to the product of the OID accrual and a fixed fraction, the numerator of  
which is the amount of the acquisition premium and the denominator of which is  
the OID remaining to be accrued on the Debt Security at the time the Security   
Owner purchased the Debt Security. Security Owners should be aware that this    
fixed fraction method will not always produce the appropriate recovery of       
acquisition premium in situations where stated interest on a Debt Security is   
included in the Debt Security's stated redemption price at maturity because     
the total amount of OID remaining to be accrued on such a Debt Security at the  
time of purchase is not fixed.                                                  

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Market Discount                                                           

If a purchaser acquires a Debt Security at a price that is less than its  
outstanding principal amount (or, if the Debt Security is issued with OID, its  
adjusted issue price), the purchaser will acquire the Debt Security with        
market discount (a "market discount bond"). If the market discount is less      
than a statutorily defined de minimis amount (presumably equal to the product   
of (i) 0.25 percent, (ii) the stated redemption price at maturity of the Debt   
Security and (iii) the remaining weighted average maturity of the Debt          
Security), the market discount will be considered to be zero. It appears that   
de minimis market discount would be reported in a manner similar to de minimis  
OID. See "--Interest Income and OID" above.                                     

Treasury regulations interpreting the market discount rules have not yet  
been issued; therefore, we recommend that prospective investors consult their   
own tax advisors regarding the application of those rules and the advisability  
of making any of the elections described below.                                 

Unless the beneficial owner of a market discount bond elects under        
Section 1278(b) of the Code to include market discount in income as it          
accrues, any principal payment (whether a scheduled payment or a prepayment)    
or any gain on disposition of the market discount bond will be treated as       
ordinary income to the extent that it does not exceed the accrued market        
discount at the time of such payment. If the beneficial owner makes the         
election under Section 1278(b) of the Code, the election will apply to all      
market discount bonds acquired by the beneficial owner at the beginning of the  
first taxable year to which the election applies and all market discount bonds  
thereafter acquired by it. The election may be revoked only with the consent    
of the IRS.                                                                     

The Code grants the Treasury Department authority to issue regulations    
providing for the computation of accrued market discount on debt instruments,   
such as the Debt Securities, the principal of which is payable in more than     
one installment, but no regulations have been issued. The relevant legislative  
history provides that, until such regulations are issued, the beneficial owner  
of a market discount bond may elect to accrue market discount either on the     
basis of a constant interest rate or according to a pro rata method described   
in the legislative history. Under that method, the amount of market discount    
that accrues in any accrual period in the case of a Debt Security issued with   
OID equals the product of (i) the market discount that remains to be accrued    
as of the beginning of the accrual period and (ii) a fraction, the numerator    
of which is the OID accrued during the accrual period and the denominator of    
which is the sum of the OID accrued during the accrual period and the amount    
of OID remaining to be accrued as of the end of the accrual period. In the      
case of a Debt Security that was issued without OID, the amount of market       
discount that accrues in any accrual period will equal the product of (i) the   
market discount that remains to be accrued as of the beginning of the accrual   
period and (ii) a fraction, the numerator of which is the amount of stated      
interest accrued during the accrual period and the denominator of which is the  
total amount of stated interest remaining to be accrued at the beginning of     
the accrual period. For purposes of determining the amount of OID or interest   
remaining to be accrued with respect to a class of Debt Securities, the         
prepayment assumption applicable to calculating the accrual of OID on such      
Debt Securities applies.                                                        

 If a beneficial owner of a Debt Security incurred or continues indebtedness
to purchase or hold Debt Securities with market discount, the beneficial owner  
may be required to defer a portion of its interest deductions for the taxable   
year attributable to any such indebtedness. Any such deferred interest expense  
would not exceed the market discount that accrues during such taxable year and  
is, in general, allowed as a deduction not later than the year in which such    
market discount is includible in income. If such beneficial owner elects to     
include market discount in income currently as it accrues under Section 1278(b) 
of the Code, the interest deferral rule will not apply.                         

Amortizable Bond Premium                                                  

A purchaser of a Debt Security that purchases the Debt Security for an    
amount (net of accrued interest) greater than its stated redemption price at    
maturity will have premium with respect to that Debt Security in the amount of  
the excess. Such a purchaser need not include in income any remaining OID with  
respect to that Debt Security and may elect to amortize the premium under       
Section 171 of the Code. If a Security Owner makes this election, the amount    
of any interest payment that must be included in the Security Owner's income    
for each period will be reduced by a portion of the premium allocable to the    
period based on a constant yield method. In addition, the relevant legislative  
history states that premium should be amortized in the same manner as market    
discount. The election under Section 171 of the Code also will apply to all     
debt instruments (the interest on which is not excludable from gross income)    
held by the Security                                                            

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Owner at the beginning of the first taxable year to which the election applies  
and to all such taxable debt instruments thereafter acquired by it. The         
election may be revoked only with the consent of the IRS.                       

Non-Pro Rata Securities                                                   

A Debt Security may provide for certain amounts of principal to be        
distributed upon the request of a Security Owner or by random lot (a "non-pro   
rata security"). In the case of a non-pro rata security, it is anticipated      
that the trustee will determine the yield to maturity based upon the            
anticipated payment characteristics of the class as a whole under the           
prepayment assumption. In general, the OID accruing on each non-pro rata        
security in an accrual period would be its allocable share of the OID for the   
entire class, as determined in accordance with the discussion of OID above.     
However, in the case of a distribution in retirement of the entire unpaid       
principal balance of any non-pro rata security (or portion of the unpaid        
principal balance), (a) the remaining unaccrued OID allocable to the security   
(or to that portion) will accrue at the time of the distribution, and (b) the   
accrual of OID allocable to each remaining security of that class will be       
adjusted by reducing the present value of the remaining payments on that class  
and the adjusted issue price of that class to the extent attributable to the    
portion of the unpaid principal balance thereof that was distributed. The       
depositor believes that the foregoing treatment is consistent with the "pro     
rata prepayment" rules of the OID Regulations, but with the rate of accrual of  
OID determined based on the prepayment assumption for the class as a whole.     
Prospective investors are advised to consult their tax advisors as to this      
treatment.                                                                      

ELECTION TO TREAT ALL INTEREST AS OID                                           

  The OID Regulations permit a beneficial owner of a Debt Security to elect to
accrue all interest, discount (including de minimis OID and de minimis market   
discount), and premium in income as interest, based on a constant yield method  
(a "constant yield election"). It is unclear whether, for this purpose, the     
initial prepayment assumption would continue to apply or if a new prepayment    
assumption as of the date of the Security Owner's acquisition would apply. If   
such an election were to be made and the Debt Securities were acquired at a     
premium, such a Security Owner would be deemed to have made an election to      
amortize bond premium under Section 171 of the Code, which is described above.  
Similarly, if the Security Owner had acquired the Debt Securities with market   
discount, the Security Owner would be considered to have made the election in   
Section 1278(b) of the Code, which is described above. A constant yield         
election may be revoked only with the consent of the IRS.                       

TREATMENT OF LOSSES                                                             

 Security Owners that own REMIC regular certificates, or in the case of Debt
Securities for which a REMIC election is not made, Security Owners that use     
the accrual method of accounting, will be required to report income with        
respect to such Debt Securities on the accrual method without giving effect to  
delays and reductions in distributions attributable to defaults or              
delinquencies on any of the trust's assets, except possibly, in the case of     
income that constitutes Qualified Stated Interest, to the extent that it can    
be established that such amounts are uncollectible. In addition, potential      
investors are cautioned that while they generally may cease to accrue interest  
income if it reasonably appears that the interest will be uncollectible, the    
IRS may take the position that OID must continue to be accrued in spite of its  
uncollectibility until the Debt Security is disposed of in a taxable            
transaction or becomes worthless in accordance with the rules of Section 166    
of the Code. As a result, the amount of income required to be reported by a     
Security Owner in any period could exceed the amount of cash distributed to     
such Security Owner in that period.                                             

  Although not entirely clear, it appears that: (a) a Security Owner who holds
a Debt Security in the course of a trade or business or a Security Owner that   
is a corporation generally should be allowed to deduct as an ordinary loss any  
loss sustained on account of the Debt Security's partial or complete            
worthlessness and (b) a noncorporate Security Owner who does not hold the Debt  
Security in the course of a trade or business generally should be allowed to    
deduct as a short-term capital loss any loss sustained on account of the Debt   
Security's complete worthlessness. Security Owners should consult their own     
tax advisors regarding the appropriate timing, character and amount of any      
loss sustained with respect to a Debt Security, particularly subordinated Debt  
Securities.                                                                     

Sale or Other Disposition                                                 

If a beneficial owner of a Debt Security sells, exchanges or otherwise    
disposes of the Debt Security, or the Debt Security is redeemed, the            
beneficial owner will recognize gain or loss in an amount equal to the          
difference between the                                                          

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amount realized by the beneficial owner upon the sale, exchange, redemption or  
other disposition and the beneficial owner's adjusted tax basis in the Debt     
Security. The adjusted tax basis of a Debt Security to a particular beneficial  
owner generally will equal the beneficial owner's cost for the Debt Security,   
increased by any market discount and OID previously included by such            
beneficial owner in income with respect to the Debt Security and decreased by   
the amount of bond premium, if any, previously amortized and by the amount of   
payments that are part of the Debt Security's stated redemption price at        
maturity previously received by such beneficial owner. Any such gain or loss    
will be capital gain or loss if the Debt Security was held as a capital asset,  
except for gain representing accrued interest (but not accrued OID previously   
included in income) and accrued market discount not previously included in      
income. Capital losses generally may be used only to offset capital gains.      

Gain from the sale of a REMIC regular certificate that might otherwise be 
treated as capital gain will be treated as ordinary income to the extent that   
such gain does not exceed the excess of (1) the amount that would have been     
includible in the Security Owner's income had the income accrued at a rate      
equal to 110 percent of the AFR as of the date of purchase, over (2) the        
amount actually includible in such Security Owner's income.                     

Foreign Persons                                                           

 Interest (including OID) paid to or accrued by a beneficial owner of a Debt
Security who is a Foreign Person generally will be considered "portfolio        
interest" and generally will not be subject to United States federal income     
tax or withholding tax, provided the interest is not effectively connected      
with the conduct of a trade or business within the United States by the         
Foreign Person and the Foreign Person (i) is not actually or constructively a   
10 percent shareholder of the issuer of the Debt Securities or a controlled     
foreign corporation with respect to which the issuer of the Debt Securities is  
a related person (all within the meaning of the Code) and (ii) provides the     
trustee or other person who is otherwise required to withhold U.S. tax with     
respect to the Debt Securities (the "withholding agent") with an appropriate    
statement on Form W-8 BEN (Certificate of Foreign Status of Beneficial Owner    
for United States Tax Withholding) or other appropriate form. If a Debt         
Security is held through a securities clearing organization or certain other    
financial institutions, the organization or institution may provide the         
relevant signed statement to the withholding agent; in that case, however, the  
signed statement must be accompanied by a Form W-8BEN or other appropriate      
form provided by the Foreign Person that owns the Debt Security. If the         
information shown on Form W-8BEN or other appropriate form changes, a new       
Form W-8BEN or other appropriate form must be filed. If the foregoing           
requirements are not met, then interest (including OID) on the Debt Securities  
will be subject to United States federal income and withholding tax at a rate   
of 30 percent, unless reduced or eliminated pursuant to an applicable tax       
treaty.                                                                         

  Under Treasury regulations relating to withholding obligations, a payment to
a foreign partnership is treated, with some exceptions, as a payment directly   
to the partners, so that the partners are required to provide any required      
certifications. We recommend that Foreign Persons that intend to hold a Debt    
Security through a partnership or other pass-through entity consult their own   
tax advisors regarding the application of those Treasury regulations to an      
investment in a Debt Security.                                                  

Any capital gain realized on the sale, redemption, retirement or other    
taxable disposition of a Debt Security by a Foreign Person will be exempt from  
United States federal income and withholding tax, provided that (i) such gain   
is not effectively connected with the conduct of a trade or business in the     
United States by the Foreign Person and (ii) in the case of a Foreign Person    
who is an individual, the Foreign Person is not present in the United States    
for 183 days or more in the taxable year.                                       

Information Reporting                                                     

Payments of interest (including OID, if any) on a Debt Security held by a 
U.S. Person other than a corporation or other exempt holder are required to be  
reported to the IRS. Moreover, each trust is required to make available to      
Security Owners that hold beneficial interests in Debt Securities issued by     
that trust information concerning the amount of OID and Qualified Stated        
Interest accrued for each accrual period for which the Debt Securities are      
outstanding, the adjusted issue price of the Debt Securities as of the end of   
each accrual period, and information to enable a Security Owner to compute      
accruals of market discount or bond premium using the pro rata method           
described under "--Market Discount" above.                                      

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Payments of interest (including OID, if any) on a Debt Security held by a 
Foreign Person are required to be reported annually on IRS Form 1042-S, which   
the withholding agent must file with the IRS and furnish to the recipient of    
the income.                                                                     

EXCHANGEABLE SECURITIES                                                         

 Exchangeable Securities Representing Proportionate Interests in Two or More
REMIC Certificates                                                        

The prospectus supplement will specify whether an exchangeable security   
represents beneficial ownership of a proportionate interest in each REMIC       
certificate corresponding to that certificate. Each beneficial owner of such    
an exchangeable security should account for its ownership interest in each      
REMIC certificate underlying that exchangeable security as described under      
"--Taxation of Securities Treated as Debt Instruments." If a beneficial owner   
of an exchangeable certificate acquires an interest in two or more underlying   
REMIC certificates other than in an exchange described under "Description of    
the Securities--Exchangeable Securities" in this prospectus, the beneficial     
owner must allocate its cost to acquire that exchangeable security among the    
related underlying REMIC certificates in proportion to their relative fair      
market values at the time of acquisition. When such a beneficial owner sells    
the exchangeable security, the owner must allocate the sale proceeds among the  
underlying REMIC certificates in proportion to their relative fair market       
values at the time of sale.                                                     

Under the OID Regulations, if two or more debt instruments are issued in  
connection with the same transaction or related transaction (determined based   
on all the facts and circumstances), those debt instruments are treated as a    
single debt instrument for purposes of the provisions of the Code applicable    
to OID, unless an exception applies. Under this rule, if an exchangeable        
security represents beneficial ownership of two or more REMIC certificates,     
those REMIC certificates could be treated as a single debt instrument for OID   
purposes. In addition, if the two or more REMIC certificates underlying an      
exchangeable security were aggregated for OID purposes and a beneficial owner   
of an exchangeable security were to (i) exchange that exchangeable security     
for the related underlying REMIC certificates, (ii) sell one of those related   
REMIC certificates and (iii) retain one or more of the remaining related REMIC  
certificates, the beneficial owner might be treated as having engaged in a      
"coupon stripping" or "bond stripping" transaction within the meaning of        
Section 1286 of the Code. Under Section 1286 of the Code, a beneficial owner    
of an exchangeable security that engages in a coupon stripping or bond          
stripping transaction must allocate its basis in the original exchangeable      
security between the related underlying REMIC certificates sold and the         
related REMIC certificates retained in proportion to their relative fair        
market values as of the date of the stripping transaction. The beneficial       
owner then must recognize gain or loss on the REMIC certificates sold using     
its basis allocable to those REMIC certificates. Also, the beneficial owner     
then must treat the REMIC certificates underlying the exchangeable securities   
retained as a newly issued debt instrument that was purchased for an amount     
equal to the beneficial owner's basis allocable to those REMIC certificates.    
Accordingly, the beneficial owner must accrue interest and OID with respect to  
the REMIC certificates retained based on the beneficial owner's basis in those  
REMIC certificates.                                                             

 As a result, when compared to treating each REMIC certificate underlying an
exchangeable security as a separate debt instrument, aggregating the REMIC      
certificates underlying an exchangeable security could affect the timing and    
character of income recognized by a beneficial owner of an exchangeable         
security. Moreover, if Section 1286 were to apply to a beneficial owner of an   
exchangeable security, much of the information necessary to perform the         
related calculations for information reporting purposes generally would not be  
available to the trustee. Because it may not be clear whether the aggregation   
rule in the OID Regulations applies to the exchangeable securities and due to   
the trustee's lack of information necessary to report computations that might   
be required by Section 1286 of the Code, the trustee will treat each REMIC      
certificate underlying an exchangeable security as a separate debt instrument   
for information reporting purposes. Prospective investors should note that, if  
the two or more REMIC certificates underlying an exchangeable security were     
aggregated, the timing of accruals of OID applicable to an exchangeable         
security could be different than that reported to holders and the IRS.          
Prospective investors are advised to consult their own tax advisors regarding   
any possible tax consequences to them if the IRS were to assert that the REMIC  
certificates underlying the exchangeable securities should be aggregated for    
OID purposes.                                                                   

Exchangeable Securities Representing Disproportionate Interests in REMIC  
Certificates                                                              

The prospectus supplement will specify whether an exchangeable security   
represents beneficial ownership of a disproportionate interest in the REMIC     
certificate corresponding to that exchangeable security. The tax consequences   
to a                                                                            

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beneficial owner of an exchangeable security of this type will be determined    
under Section 1286 of the Code, except as discussed below. Under Section 1286,  
a beneficial owner of an exchangeable security will be treated as owning        
"stripped bonds" to the extent of its share of principal payments and           
"stripped coupons" to the extent of its share of interest payment on the        
underlying REMIC certificates. If an exchangeable security entitles the holder  
to payments of principal and interest on an underlying REMIC certificate, the   
IRS could contend that the exchangeable security should be treated (i) as an    
interest in the underlying REMIC certificate to the extent that the             
exchangeable security represents an equal pro rata portion of principal and     
interest on the underlying REMIC certificate, and (ii) with respect to the      
remainder, as an installment obligation consisting of "stripped bonds" to the   
extent of its share of principal payments or "stripped coupons" to the extent   
of its share of interest payments. For purposes of information reporting,       
however, each exchangeable security will be treated as a single debt            
instrument, regardless of whether it entitles the holder to payments of         
principal and interest.                                                         

Under Section 1286, each beneficial owner of an exchangeable security must
treat the exchangeable security as a debt instrument originally issued on the   
date the owner acquires it and as having OID equal to the excess, if any, of    
its "stated redemption price at maturity" over the price paid by the owner to   
acquire it. The stated redemption price at maturity for an exchangeable         
security is determined in the same manner as described with respect to REMIC    
certificates under "--Taxation of Securities Treated as Debt Instruments."      

 If the exchangeable security has OID, the beneficial owner must include the
OID in its ordinary income for federal income tax purposes as the OID accrues,  
which may be prior to the receipt of the cash attributable to that income.      
Although the matter is not entirely clear, a beneficial owner should accrue     
OID using a method similar to that described with respect to the accrual of     
OID on a REMIC certificate under "--Taxation of Securities Treated as Debt      
Instruments." A beneficial owner, however, determines its yield to maturity     
based on its purchase price. For a particular beneficial owner, it is not       
clear whether the prepayment assumption used for calculating OID would be one   
determined at the time the exchangeable security is acquired or would be the    
prepayment assumption for the underlying REMIC certificates.                    

In light of the application of Section 1286, a beneficial owner of an     
exchangeable security generally will be required to compute accruals of OID     
based on its yield, possibly taking into account its own prepayment             
assumption. The information necessary to perform the related calculations for   
information reporting purposes, however, generally will not be available to     
the trustee. Accordingly, any information reporting provided by the trustee     
with respect to the exchangeable securities, which information will be based    
on pricing information as of the closing date, will largely fail to reflect     
the accurate accruals of OID for these certificates. Prospective investors      
therefore should be aware that the timing of accruals of OID applicable to an   
exchangeable security generally will be different than that reported to         
holders and the IRS. Prospective investors are advised to consult their own     
tax advisors regarding their obligation to compute and include in income the    
correct amount of OID accruals and any possible tax consequences should they    
fail to do so.                                                                  

The rules of Section 1286 of the Code also apply if (i) a beneficial owner
of REMIC certificates exchanges them for an exchangeable security, (ii) the     
beneficial owner sells some, but not all, of the exchangeable securities, and   
(iii) the combination of retained exchangeable securities cannot be exchanged   
for the related REMIC certificates. As of the date of such a sale, the          
beneficial owner must allocate its basis in the REMIC certificates between the  
part of the REMIC certificates underlying the exchangeable securities sold and  
the part of the REMIC certificates underlying the exchangeable securities       
retained in proportion to their relative fair market values. Section 1286 of    
the Code treats the beneficial owner as purchasing the exchangeable securities  
retained for the amount of the basis allocated to the retained exchangeable     
securities, and the beneficial owner must then accrue any OID with respect to   
the retained exchangeable securities as described above. Section 1286 does not  
apply, however, if a beneficial owner exchanges REMIC certificates for the      
related exchangeable securities and retains all the exchangeable securities,    
see "--Treatment of Exchanges" below.                                           

Upon the sale of an exchangeable security, a beneficial owner will realize
gain or loss on the sale in an amount equal to the difference between the       
amount realized and its adjusted basis in the exchangeable security. The        
owner's adjusted basis generally is equal to the owner's cost of the            
exchangeable security (or portion of the cost of REMIC certificates allocable   
to the exchangeable security), increased by income previously included, and     
reduced (but not below zero) by distributions previously received and by any    
amortized premium. If the beneficial owner holds the exchangeable security as   
a capital asset, any gain or loss realized will be capital gain or loss,        
except to the extent provided under "--Taxation of Securities Treated as Debt   
Instruments."                                                                   

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Although the matter is not free from doubt, if a beneficial owner acquires
in one transaction (other than an exchange described under "--Treatment of      
Exchanges" below) a combination of exchangeable securities that may be          
exchanged for underlying REMIC certificates, the owner should be treated as     
owning the underlying REMIC certificates, in which case Section 1286 would not  
apply. If a beneficial owner acquires such a combination in separate            
transactions, the law is unclear as to whether the combination should be        
aggregated or each exchangeable security should be treated as a separate debt   
instrument. You should consult your tax advisors regarding the proper           
treatment of exchangeable securities in this regard.                            

It is not clear whether exchangeable securities subject to Section 1286 of
the Code will be treated as assets described in Section 7701(a)(19)(C) of the   
Code or as "real estate assets" under Section 856(c)(5)(B) of the Code. In      
addition, it is not clear whether the interest or OID derived from such an      
exchangeable security will be interest on obligations secured by interests in   
real property for purposes of Section 856(c)(3) of the Code. You should         
consult your tax advisors regarding the proper treatment of exchangeable        
securities under these provisions of the Code.                                  

Treatment of Exchanges                                                    

 If a beneficial owner of one or more exchangeable securities exchanges them
for the related exchangeable securities or certificates in the manner           
described under "Description of the Securities--Exchangeable Securities" in     
this prospectus, the exchange will not be taxable. In such a case, the          
beneficial owner will be treated as continuing to own after the exchange the    
same combination of interests in each related underlying REMIC certificate      
that it owned immediately prior to the exchange.                                

REMIC RESIDUAL CERTIFICATES                                                     

If you are a Residual Owner, you will be required to report the daily     
portion of the taxable income or, subject to the limitation described under     
"--Basis Rules and Distributions" below, the net loss of the REMIC for each     
day during a calendar quarter that you are a Residual Owner. The requirement    
that Residual Owners report their pro rata share of taxable income or net loss  
of the REMIC will continue until there are no certificates of any class of the  
related series outstanding. For this purpose, the daily portion will be         
determined by allocating to each day in the calendar quarter a ratable portion  
of the taxable income or net loss of the REMIC for the quarter. The daily       
portions then will be allocated among the Residual Owners in accordance with    
their percentage of ownership on each day. Any amount included in the gross     
income of, or allowed as a loss to, any Residual Owner will be treated as       
ordinary income or loss. Income derived from a REMIC residual certificate will  
be "portfolio income" for purposes of Section 469 of the Code governing         
passive loss limitations.                                                       

Taxable Income or Net Loss of the REMIC                                   

Generally, a REMIC determines its taxable income or net loss for a given  
calendar quarter in the same manner as would an individual having the calendar  
year as his taxable year and using the accrual method of accounting. There      
are, however, certain modifications. First, a deduction is allowed for          
accruals of interest and OID on the REMIC regular certificates issued by the    
REMIC. Second, market discount will be included in income as it accrues, based  
on a constant yield to maturity method. Third, no item of income, gain, loss    
or deduction allocable to a prohibited transaction is taken into account.       
Fourth, the REMIC generally may deduct only items that would be allowed in      
calculating the taxable income of a partnership under Section 703(a) of the     
Code. Fifth, the limitation on miscellaneous itemized deductions imposed on     
individuals by Section 67 of the Code does not apply at the REMIC level to      
investment expenses such as trustee fees or servicing fees. See, however,       
"--Pass Through of Certain Expenses" below. If the deductions allowed to the    
REMIC exceed its gross income for a calendar quarter, such excess will be the   
net loss for the REMIC for that calendar quarter. For purposes of determining   
the income or loss of a REMIC, the regulations applicable to REMICs provide     
that a REMIC has a tax basis in its assets equal to the total of the issue      
prices of all regular and residual interests in the REMIC.                      

Pass Through of Certain Expenses                                          

 A Residual Owner who is an individual, estate, or trust will be required to
include in income a share of the expenses of the related REMIC and may deduct   
those expenses subject to the limitations of Sections 67 and 68 of the Code.    
See "--Grantor Trust Certificates--Trust Expenses" below for a discussion of    
the limitations of Sections 67 and                                              

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68 of the Code. Those expenses may include the servicing fees and all           
administrative and other expenses relating to the REMIC. In addition, those     
expenses are not deductible for purposes of computing the alternative minimum   
tax, and may cause those investors to be subject to significant additional tax  
liability. Similar rules apply to individuals, estates and trusts holding a     
REMIC residual certificate through certain pass-through entities.               

Excess Inclusions                                                         

Excess inclusions with respect to a REMIC residual certificate are subject
to special tax rules. For any Residual Owner, the excess inclusion for any      
calendar quarter will generally equal the excess of the sum of the daily        
portions of the REMIC's taxable income allocated to the Residual Owner over     
the amount of income that the Residual Owner would have accrued if the REMIC    
residual certificate were a debt instrument having a yield to maturity equal    
to 120 percent of the long-term AFR in effect at the time of issuance of the    
REMIC residual certificate. If the issue price of a REMIC residual certificate  
is zero, which would be the case if the REMIC residual certificate had no       
economic value at issuance, then all of the daily portions of income allocated  
to the Residual Owner will be excess inclusions. The issue price of a REMIC     
residual certificate issued for cash generally will equal the price paid by     
the first buyer, and if the REMIC residual certificate is issued for property,  
the issue price will be its fair market value at issuance.                      

For Residual Owners, an excess inclusion may not be offset by deductions, 
losses, or loss carryovers. Thus, a Residual Owner that has losses in excess    
of income for a taxable year would, nevertheless, be required to pay tax on     
excess inclusions. For Residual Owners that are subject to tax on unrelated     
business taxable income (as defined in Section 511 of the Code), an excess      
inclusion is treated as unrelated business taxable income. For Residual Owners  
that are nonresident alien individuals or foreign corporations generally        
subject to United States withholding tax, even if interest paid to such         
Residual Owners is generally eligible for exemptions from such tax, an excess   
inclusion will be subject to such tax and no tax treaty rate reduction or       
exemption may be claimed with respect thereto.                                  

Alternative minimum taxable income for a Residual Owner is determined     
without regard to the special rule that taxable income may not be less than     
the sum of the Residual Owner's excess inclusions for the year. Alternative     
minimum taxable income cannot, however, be less than the sum of a Residual      
Owner's excess inclusions for the year. Also, the amount of any alternative     
minimum tax net operating loss deduction must be computed without regard to     
any excess inclusions.                                                          

Finally, if a REIT or a regulated investment company owns a REMIC residual
certificate, a portion (allocated under Treasury regulations yet to be issued)  
of dividends paid by the REIT or regulated investment company could not be      
offset by net operating losses of its shareholders, would constitute unrelated  
business taxable income for tax-exempt shareholders, and would be ineligible    
for reduction of withholding to certain persons who are not U.S. Persons.       

Taxable Income May Exceed Distributions                                   

In light of the tax consequences to a Residual Owner, the taxable income  
from a REMIC residual certificate may exceed cash distributions with respect    
thereto in any taxable year. The taxable income recognized by a Residual Owner  
in any taxable year will be affected by, among other factors, the relationship  
between the timing of recognition of interest, OID or market discount income    
or amortization of premium for the mortgage loans, on the one hand, and the     
timing of deductions for interest (including OID) or income from amortization   
of issue premium on the regular interests, on the other hand. If an interest    
in the mortgage loans is acquired by the REMIC at a discount, and one or more   
of these mortgage loans is prepaid, the proceeds of the prepayment may be used  
in whole or in part to make distributions in reduction of principal on the      
regular interests, and (2) the discount on the mortgage loans that is           
includible in income may exceed the deduction allowed upon those distributions  
on those regular interests on account of any unaccrued OID relating to those    
regular interests. When there is more than one class of regular interests that  
distribute principal sequentially, this mismatching of income and deductions    
is particularly likely to occur in the early years following issuance of the    
regular interests when distributions in reduction of principal are being made   
in respect of earlier classes of regular interests to the extent that those     
classes are not issued with substantial discount or are issued at a premium.    
If taxable income attributable to that mismatching is realized, in general,     
losses would be allowed in later years as distributions on the later maturing   
classes of regular interests are made.                                          

  Taxable income also may be greater in earlier years that in later years as a
result of the fact that interest expense deductions, expressed as a percentage  
of the outstanding principal amount of that series of regular interests, may    
increase over time as distributions in reduction of principal are made on the   
lower yielding classes of regular interests, whereas, to                        

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the extent the REMIC consists of fixed rate mortgage loans, interest income     
for any particular mortgage loan will remain constant over time as a            
percentage of the outstanding principal amount of that loan. Consequently,      
Residual Owners must have sufficient other sources of cash to pay any federal,  
state, or local income taxes due as a result of that mismatching or unrelated   
deductions against which to offset that income, subject to the discussion of    
excess inclusions under "--Excess Inclusions" above. The timing of mismatching  
of income and deductions described in this paragraph, if present for a series   
of REMIC certificates, may have a significant adverse effect upon a Residual    
Owner's after-tax rate of return.                                               

Basis Rules and Distributions                                             

  A Residual Owner's adjusted basis in a REMIC residual certificate will equal
the amount paid for the REMIC residual certificate, increased by the sum of     
the daily portions of REMIC income taken into account by the Residual Owner,    
and decreased by the sum of (i) the daily portions of REMIC net loss taken      
into account by the Residual Owner and (ii) distributions made by the REMIC to  
the Residual Owner.                                                             

A distribution by a REMIC to a Residual Owner will not be includible in   
gross income by the Residual Owner if the distribution does not exceed the      
Residual Owner's adjusted basis in the REMIC residual certificate immediately   
before the distribution. The distribution will reduce the Residual Owner's      
adjusted basis of such interest, but not below zero. To the extent a            
distribution exceeds the Residual Owner's adjusted basis in the REMIC residual  
certificate, the excess will be treated as gain from the sale of the REMIC      
residual certificate. See "--Sales of REMIC Residual Certificates" below.       

A Residual Owner is not allowed to take into account any net loss for any 
calendar quarter to the extent such net loss exceeds such Residual Owner's      
adjusted basis in its REMIC residual certificate as of the close of such        
calendar quarter, determined without regard to such net loss. Any loss          
disallowed by reason of this limitation may be carried forward indefinitely to  
future calendar quarters and, subject to the same limitation, may be used by    
that Residual Owner to offset income from the REMIC residual certificate.       

The effect of these basis and distribution rules is that a Residual Owner 
may not amortize its basis in a REMIC residual certificate but may only         
recover its basis through distributions, through the deduction of any net       
losses of the REMIC, or upon the sale of its REMIC residual certificate. See    
"--Sales of REMIC Residual Certificates."                                       

Sales of REMIC Residual Certificates                                      

If a Residual Owner sells a REMIC residual certificate, the Residual Owner
will recognize gain or loss equal to the difference between the amount          
realized on the sale and its adjusted basis in the REMIC certificate. If a      
Residual Owner sells a REMIC residual certificate at a loss, the loss will not  
be recognized if, within six months before or after the sale of the REMIC       
residual certificate, the Residual Owner purchases another residual interest    
in any REMIC or any interest in a taxable mortgage pool (as defined in          
Section 7701(i) of the Code) comparable to a residual interest in a REMIC.      
Such disallowed loss will be allowed upon the sale of the other residual        
interest (or comparable interest) if the rule referred to in the preceding      
sentence does not apply to that sale.                                           

Inducement Fees                                                           

The IRS recently issued final regulations addressing the tax treatment of 
payments made by a transferor of a non-economic REMIC residual interest to      
induce the transferee to acquire that residual interest ("inducement fees").    
The regulations (i) require the transferee to recognize an inducement fee as    
income over the expected remaining life of the REMIC in a manner that           
reasonably reflects the after-tax costs and benefits of holding that residual   
interest and (ii) specify that inducement fees constitute income from sources   
within the United States. The regulations will apply to any inducement fee      
received in connection with the acquisition of a Residual Certificate.          

Disqualified Organizations                                                

If a Residual Owner were to transfer a REMIC residual certificate to a    
disqualified organization, the Residual Owner would be subject to a tax in an   
amount equal to the maximum corporate tax rate applied to the present value     
(using a discount rate equal to the applicable AFR) of the total anticipated    
excess inclusions with respect to such residual interest for the periods after  
the transfer. For this purpose, disqualified organizations include the United   
States, any state or                                                            

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political subdivision of a state, any foreign government or international       
organization or any agency or instrumentality of any of the foregoing; any      
tax-exempt entity (other than a Section 521 cooperative) which is not subject   
to the tax on unrelated business income; and any rural electrical or telephone  
cooperative. However, a transferor of a REMIC residual certificate would in no  
event be liable for the tax for a transfer if the transferee furnished to the   
transferor an affidavit stating that the transferee is not a disqualified       
organization and, as of the time of the transfer, the transferor does not have  
actual knowledge that the affidavit is false.                                   

  The anticipated excess inclusions must be determined as of the date that the
REMIC residual certificate is transferred and must be based on events that      
have occurred up to the time of such transfer, the prepayment assumption (see   
"--Taxation of Securities Treated as Debt Instruments--Interest Income and      
OID," for a discussion of the prepayment assumption), and any required or       
permitted clean up calls or required liquidation provided for in the trust      
agreement. The tax generally is imposed on the transferor of the REMIC          
residual certificate, except that it is imposed on an agent for a disqualified  
organization if the transfer occurs through such agent. The trust agreement     
for each series of REMIC certificates will require, as a prerequisite to any    
transfer of a REMIC residual certificate, the delivery to the trustee of an     
affidavit of the transferee to the effect that it is not a disqualified         
organization and will contain other provisions designed to render any           
attempted transfer of a REMIC residual certificate to a disqualified            
organization void.                                                              

In addition, if a pass through entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a disqualified organization   
is the record holder of an interest in such entity at any time during any       
taxable year of such entity, then a tax will be imposed on the entity equal to  
the product of (1) the amount of excess inclusions on the REMIC residual        
certificate for such taxable year that are allocable to the interest in the     
pass through entity held by such disqualified organization and (2) the highest  
marginal federal income tax rate imposed on corporations. A pass through        
entity will not be subject to this tax for any period with respect to an        
interest in such entity, however, if the record holder of such interest         
furnishes to such entity (1) such holder's social security number and a         
statement under penalties of perjury that such social security number is that   
of the record holder or (2) a statement under penalties of perjury that such    
record holder is not a disqualified organization. For these purposes, a "pass   
through entity" means any regulated investment company, REIT, trust,            
partnership or certain other entities described in Section 860E(e)(6) of the    
Code. In addition, a person holding an interest in a pass through entity as a   
nominee for another person shall, with respect to such interest, be treated as  
a pass through entity. Moreover, in the case of any "electing large             
partnership," within the meaning of Section 775 of the Code, all record         
holders are considered to be disqualified organizations so that the             
partnership itself will be subject to tax on the excess inclusions and such     
excess inclusions will be excluded in determining partnership income. The       
exception to this tax, otherwise available to a pass through entity that is     
furnished certain affidavits by record holders of interests in the entity and   
that does not know those affidavits are false, is not available to an electing  
large partnership.                                                              

Noneconomic REMIC Residual Certificates                                   

  A transfer of a "noneconomic" REMIC residual certificate will be disregarded
for all federal income tax purposes if a significant purpose of the transfer    
was to enable the transferor to impede the assessment or collection of tax. If  
such transfer is disregarded, the purported transferor will continue to be      
treated as the Residual Owner and will, therefore, be liable for any taxes due  
with respect to the daily portions of income allocable to such noneconomic      
REMIC residual certificate.                                                     

 A REMIC residual certificate is noneconomic for this purpose unless, at the
time of its transfer, (1) the present value of the expected future              
distributions on the REMIC residual certificate at least equals the product of  
the present value of the anticipated excess inclusions and the highest tax      
rate applicable to corporations for the year of the transfer and (2) the        
transferor reasonably expects that the transferee will receive distributions    
with respect to the REMIC residual certificate at or after the time the taxes   
accrue on the anticipated excess inclusions in an amount sufficient to satisfy  
the accrued taxes. The present value computations are based on a discount rate  
equal to the applicable AFR and a prepayment assumption used in computing       
income on the mortgage loans held by the trust. See "--Taxation of Securities   
Treated as Debt Instruments--Interest Income and OID," for a discussion         
concerning prepayment assumptions.                                              

All transfers of REMIC residual certificates will be subject to certain   
restrictions under the terms of the related trust agreement that are intended   
to reduce the possibility of any such transfer being disregarded. Such          
restrictions will require each party to a transfer to provide an affidavit      
that no purpose of such transfer is to impede the assessment or collection of   
tax, including certain representations as to the financial condition of the     
prospective transferee.                                                         

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Prior to purchasing a REMIC residual certificate, prospective purchasers  
should consider the possibility that a purported transfer of such REMIC         
residual certificate by such a purchaser to another purchaser at some future    
date may be disregarded in accordance with the above-described rules, which     
would result in the retention of tax liability by such purchaser. The           
applicable prospectus supplement will disclose whether offered REMIC residual   
certificates may be considered noneconomic residual interests; provided,        
however, that any disclosure that a REMIC residual certificate will or will     
not be considered noneconomic will be based upon certain assumptions, and the   
depositor will make no representation that a REMIC residual certificate will    
not be considered noneconomic for purposes of the above-described rules or      
that a Residual Owner will receive distributions calculated pursuant to such    
assumptions.                                                                    

Treasury regulations contain a safe harbor under which a transfer of a    
noneconomic residual is presumed to be a valid transfer that will be respected  
for federal income tax purposes. To qualify under the safe harbor:              

o the transferor must perform a reasonable investigation of the financial 
status of the transferee and determine that the transferee has        
historically paid its debts as they come due and find no significant  
evidence to indicate that the transferee will not continue to pay its 
debts as they come due;                                               

o the transferor must obtain a representation from the transferee to the  
   effect that the transferee understands that as the holder of the residual
 interest the transferee will recognize taxable income in excess of cash
  flow and that the transferee intends to pay taxes on the income as those
taxes become due;                                                     

o the transferee must represent that it will not cause income from the    
   residual interest to be attributable to a foreign permanent establishment
  or fixed base (within the meaning of an applicable income tax treaty) of
the transferee or another U.S. taxpayer; and                          

o either (i) the present value (computed based upon a statutory discount  
rate) of the anticipated tax liabilities associated with holding the  
   residual interest must be no greater than the present value of the sum of
any consideration given to the transferee to acquire the interest, the
   anticipated distributions on the interest and the anticipated tax savings
associated with holding the interest, or (ii) the transferee must be a
domestic taxable C corporation that meets certain asset tests and that
   agrees that any subsequent transfer of the interest will satisfy the same
safe harbor provision and be to a domestic taxable C corporation.     

  Eligibility for the safe harbor requires, among other things, that the facts
and circumstances known to the transferor at the time of transfer not indicate  
to a reasonable person that the taxes with respect to the interest will not be  
paid, with an unreasonably low cost for the transfer specifically mentioned as  
negating eligibility. The final regulations contain additional detail           
regarding their application, and you should consult your own tax advisor        
regarding the application of the safe harbor to a transfer of a REMIC residual  
certificate before acquiring one.                                               

Restrictions on Transfers of Residual Certificates to Foreign Persons     

Transfers to a Foreign Person of REMIC residual certificates that have tax
avoidance potential are disregarded for all federal income tax purposes. If     
such a transfer is disregarded, the purported transferor of the REMIC residual  
certificate to the Foreign Person continues to remain liable for any taxes due  
with respect to the income on such REMIC residual certificate. A transfer of a  
REMIC residual certificate has tax avoidance potential unless, at the time of   
the transfer, the transferor reasonably expects (1) that the REMIC will         
distribute to the transferee of the REMIC residual certificate amounts that     
will equal at least 30 percent of each excess inclusion and (2) that such       
amounts will be distributed at or after the time at which the excess inclusion  
accrues and not later than the close of the calendar year following the         
calendar year of accrual. This rule does not apply to transfers if the income   
from the REMIC residual certificate is taxed in the hands of the transferee as  
income effectively connected with the conduct of a U.S. trade or business.      
Moreover, if a Foreign Person transfers a REMIC residual certificate to a U.S.  
Person (or to a Foreign Person in whose hands income from the REMIC residual    
certificate would be effectively connected income) and the transfer has the     
effect of allowing the transferor to avoid tax on accrued excess inclusions,    
that transfer is disregarded for all federal income tax purposes and the        
purported Foreign Person transferor continues to be treated as the owner of     
the REMIC residual certificate. The trust agreement for each series will        
preclude the transfer of a REMIC residual certificate to a Foreign Person,      
other than a Foreign Person in whose hands the income from the REMIC residual   
certificate would be effectively connected with a U.S. trade or business.       

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Foreign Persons                                                           

 The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Owners who are Foreign Persons generally should be treated as       
interest for purposes of the 30 percent (or lower treaty rate) United States    
withholding tax. Treasury regulations provide that amounts distributed to       
Residual Owners may qualify as "portfolio interest," subject to the conditions  
described in "--Taxation of Securities Treated as Debt Instruments--Foreign     
Persons" above, but only to the extent that (i) the mortgage loans were issued  
after July 18, 1984, and (ii) the trust fund to which the REMIC residual        
certificate relates consists of obligations issued in "registered form" within  
the meaning of Section 163 (f)(1) of the Code. Generally, mortgage loans will   
not be, but regular interests in another REMIC will be, considered obligations  
issued in registered form. Furthermore, Residual Owners will not be entitled    
to any exemption from the 30 percent withholding tax (or lower treaty rate) to  
the extent of that portion of REMIC taxable income that constitutes an "excess  
inclusion." See "--Excess Inclusions" above. If the amounts paid to Residual    
Owners who are Foreign Persons are effectively connected with the conduct of a  
trade or business within the United States by those Foreign Persons, the 30     
percent (or lower treaty rate) withholding will not apply. Instead, the         
amounts paid to those Foreign Persons will be subject to United States federal  
income tax at regular rates. If the 30 percent (or lower treaty rate)           
withholding is applicable, those amounts generally will be taken into account   
for purposes of withholding only when paid or otherwise distributed (or when    
the REMIC residual certificate is disposed of ) under rules similar to          
withholding upon disposition of Debt Securities that have OID. See              
"--Restrictions on Transfers of Residual Certificates to Foreign Persons"       
above concerning the disregard of certain transfers having "tax avoidance       
potential." Potential investors who are Foreign Persons should consult their    
own tax advisors regarding the specific tax consequences to them of owning      
REMIC residual certificates.                                                    

Administrative Provisions                                                 

The REMIC will be required to maintain its books on a calendar year basis 
and to file federal income tax returns for federal income tax purposes in a     
manner similar to a partnership. The form for the income tax return is          
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The  
trustee will be required to sign the REMIC's returns. Treasury regulations      
provide that, except where there is a single Residual Owner for an entire       
taxable year, the REMIC will be subject to the procedural and administrative    
rules of the Code applicable to partnerships, including the determination by    
the IRS of any adjustments to, among other things, items of REMIC income,       
gain, loss deduction, or credit in a unified administrative proceeding. The     
master servicer will be obligated to act as "tax matters person," as defined    
in applicable Treasury regulations, for the REMIC as agent of the Residual      
Owners holding the largest percentage interest in the REMIC's residual          
interest. If the Code or applicable Treasury regulations do not permit the      
master servicer to act as tax matters person in its capacity as agent of the    
Residual Owner, the Residual Owner or any other person specified pursuant to    
Treasury regulations will be required to act as tax matters person. The tax     
matters person generally has responsibility for overseeing and providing        
notice to the other Residual Owner of certain administrative and judicial       
proceedings regarding the REMIC's tax affairs, although other holders of the    
REMIC residual certificates of the same series would be able to participate in  
those proceedings in appropriate circumstances.                                 

 Treasury regulations provide that a Residual Owner is not required to treat
items on its return consistently with their treatment on the REMIC's return if  
the holder owns 100 percent of the REMIC residual certificates for the entire   
calendar year. Otherwise, each Residual Owner is required to treat items on     
its returns consistently with their treatment on the REMIC's return, unless     
the holder either files a statement identifying the inconsistency or            
establishes that the inconsistency resulted from incorrect information          
received from the REMIC. The IRS may assess a deficiency resulting from a       
failure to comply with the consistency requirement without instituting an       
administrative proceeding at the REMIC level. A REMIC typically will not        
register as a tax shelter pursuant to Code Section 6111 because it generally    
will not have a net loss for any of the first five taxable years of its         
existence. Any person that holds a REMIC residual certificate as a nominee for  
another person may be required to furnish the related REMIC, in a manner to be  
provided in Treasury regulations, with the name and address of that person and  
other specified information.                                                    

The IRS Form 1066 has an accompanying Schedule Q, Quarterly Notice to     
Residual Interest Holders of REMIC taxable Income or Net Loss Allocation.       
Treasury regulations require that a Schedule Q be furnished by the REMIC Pool   
to each Residual Owner by the end of the month following the close of each      
calendar quarter (41 days after the end of a quarter under proposed Treasury    
regulations) in which the REMIC is in existence. Treasury regulations require   
that, in addition to the foregoing requirements, information must be furnished  
quarterly to Residual Owners and filed annually with the IRS concerning         
Section 67 of the Code expenses (see "--Pass Through of Certain Expenses"       
above) allocable                                                                

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to those holders. Furthermore, under those regulations, information must be     
furnished quarterly to Residual Owners and filed annually with the IRS          
concerning the percentage of the REMIC's assets meeting the qualified asset     
tests described under "--Special Tax Attributes--REMIC Certificates" below.     

Mark-to-Market Rules                                                      

Section 475 of the Code generally requires that securities dealers include
securities in inventory at their fair market value, recognizing gain or loss    
as if the securities were sold at the end of each tax year. The Treasury        
regulations provide that a REMIC residual certificate is not treated as a       
security for purposes of the mark-to-market rules and thus may not be marked    
to market.                                                                      

GRANTOR TRUST CERTIFICATES                                                      

For purposes of this discussion, we refer to two types of certificates    
issued by a Grantor Trust: "Standard Certificates" and "Stripped                
Certificates." Each certificate issued by a Grantor Trust that is not a         
Stripped Certificate is a Standard Certificate.                                 

Classification of Stripped Certificates                                   

There generally are three situations in which a Grantor Trust Certificate 
will be classified as a Stripped Certificate. First, if the trust holds assets  
that pay principal and interest but issues interest-only or principal-only      
certificates, all the certificates of that trust likely will be Stripped        
Certificates. Second, if the seller, depositor, or some other person retains    
the right to receive a portion of the interest payments on assets held in the   
trust, all the certificates issued by the trust could be Stripped               
Certificates. Finally, if a portion of a servicing or guarantee fee were        
recharacterized under rules established by the IRS as ownership interests in    
stripped coupons, all the certificates of the trust could be Stripped           
Certificates.                                                                   

Taxation of Stripped Certificates                                         

 Stripped Certificates will be treated under rules contained in Section 1286
of the Code (the "Stripped Bond Rules"). Pursuant to the Stripped Bond Rules,   
the separation of ownership of some or all of the interest payments on a debt   
instrument from ownership of some or all of the principal payments results in   
the creation of "stripped bonds" with respect to principal payments and         
"stripped coupons" with respect to interest payments. A beneficial owner of a   
Stripped Certificate will be treated as owning "stripped bonds" to the extent   
of its share of principal payments and "stripped coupons" to the extent of its  
share of interest payments.                                                     

Generally, if a taxpayer acquires an interest in "stripped coupons" or    
"stripped bonds," the taxpayer will be treated as having purchased a newly      
issued debt instrument on the date of purchase for an issue price equal to the  
purchase price paid. As a result, a beneficial owner of a Stripped Certificate  
would be taxed as holding a newly issued debt instrument. The tax consequences  
of holding a debt instrument are discussed generally under "--Taxation of       
Securities Treated as Debt Instruments" above.                                  

Although a Stripped Certificate may represent a beneficial ownership      
interest in stripped coupons from all or several of the assets held in the      
trust, for information reporting purposes, the trustee will aggregate all such  
interests and treat each class of Stripped Certificates as a single issue of    
debt instruments. Moreover, the trustee will apply the PAC Method to compute    
accruals of any OID on the Stripped Certificates, as described herein under     
"--Taxation of Securities Treated as Debt Instruments--Interest Income and      
OID," and will comply with any tax information reporting obligations with       
respect to Stripped Certificates in the manner described under "--Taxation of   
Securities Treated as Debt Instruments--Information Reporting." Whether         
aggregation of stripped coupons from several assets acquired in a single        
purchase is appropriate, and whether the PAC Method should apply to compute     
OID accruals on Stripped Certificates are not free from doubt. We recommend,    
therefore, that a prospective investor in Stripped Certificates consult their   
tax advisor concerning the application of these rules to Stripped               
Certificates.                                                                   

  For this purpose, the tax information will include the amount of OID accrued
on Stripped Certificates. However, the amount required to be reported by the    
trustee may not be equal to the proper amount of OID required to be reported    
as taxable income by a Security Owner, other than an original Security Owner    
who purchased at the issue price. In particular, in the case of Stripped        
Securities, the reporting will be based upon a representative initial offering  
price of                                                                        

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each class of Stripped Securities, except as set forth in the prospectus        
supplement. It is not clear for this purpose whether the assumed prepayment     
rate that is to be used in the case of an owner other than a Security Owner     
that acquires its Stripped Certificate at original issue should be the          
prepayment assumption or a new rate based on the circumstances at the date of   
subsequent purchase.                                                            

A beneficial owner of a Stripped Certificate, particularly any Stripped   
Certificate that is subordinate to another class, may deduct losses incurred    
for the Stripped Certificate as described under "--Taxation of Standard         
Certificates" below. In addition, if the mortgage loans prepay at a rate        
either faster or slower than that under the prepayment assumption, a Security   
Owner's recognition of OID either will be accelerated or decelerated and the    
amount of that OID either will be increased or decreased depending on the       
relative interests in principal and interest on each mortgage loan represented  
by that Security Owner's Stripped Certificate. While the matter is not free     
from doubt, the beneficial owner of a Stripped Certificate should be entitled   
to recognize a loss (which may be a capital loss) in the year that it becomes   
certain (assuming no further prepayments) that the Security Owner will not      
recover a portion of its adjusted basis in the Stripped Certificate, such loss  
being equal to that portion of unrecoverable basis.                             

In addition, each beneficial owner of a Stripped Certificate will be      
required to include in income its share of the expenses of the trust,           
including the servicing fees with respect to any assets held by the trust.      
Although not free from doubt, for purposes of reporting to Security Owners of   
Stripped Certificates, the trust expenses will be allocated to the classes of   
Stripped Certificates in proportion to the distributions to those classes for   
the related period. The beneficial owner of a Stripped Certificate generally    
will be entitled to a deduction in respect of the trust expenses, as described  
under "--Trust Expenses" below, subject to the limitation described therein.    

Purchase of More Than One Class of Stripped Certificates                  

 When an investor purchases more than one class of Stripped Certificates, it
is currently unclear whether for federal income tax purposes those classes of   
Stripped Certificates should be treated separately or aggregated for purposes   
of the rules described above.                                                   

Taxation of Standard Certificates                                         

For federal income tax purposes, a Standard Certificate will represent an 
undivided beneficial ownership interest in the assets of the Grantor Trust. As  
a result, each Security Owner holding an interest in a Standard Certificate     
must include in income its proportionate share of the entire income from the    
assets represented by its Standard Certificate. Thus, for example, in the case  
of a Standard Certificate representing ownership of mortgage loans, a           
beneficial owner of the certificate would be required to include in income      
interest at the coupon rate on the mortgage loans, OID (if any), and market     
discount (if any), and any prepayment fees, assumption fees, and late payment   
charges received by the servicer, in accordance with the beneficial owner's     
method of accounting. In addition, beneficial owners of Standard Certificates,  
particularly any class of a series that is subordinate to other classes, may    
incur losses of interest or principal with respect to the trust's assets.       
Those losses would be deductible generally only as described under "--Taxation  
of Securities Treated as Debt Instruments--Treatment of Losses" above.          

For information reporting purposes, although not free from doubt, the     
trustee will report information concerning income accruals and principal        
payments on the assets of the trust in the aggregate.                           

Trust Expenses                                                            

Each Security Owner that holds an interest in a Grantor Trust Certificate 
must include in income its share of the trust's expenses, as described above.   
Each Security Owner may deduct its share of those expenses at the same time,    
to the same extent, and in the same manner as such items would have been        
reported and deducted had it held directly interests in the trust's assets and  
paid directly its share of the servicing and related fees and expenses.         
Investors who are individuals, estates or trusts who own Grantor Trust          
Certificates, either directly or indirectly through certain pass-through        
entities, will be subject to limitations for certain itemized deductions        
described in Section 67 of the Code, including deductions for the servicing     
fees and all administrative and other expenses of the trust. In general, such   
an investor can deduct those expenses only to the extent that those expenses,   
in total, exceed 2 percent of the investor's adjusted gross income. In          
addition, Section 68 of the Code provides that itemized deductions otherwise    
allowable for a taxable year will be reduced by the lesser of (i) 3 percent of  
the excess, if any, of adjusted gross income over $139,500 ($69,750 in the      
case of a married individual filing a separate return) (in each case, the       
figures shown are for 2003 and will be adjusted                                 

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for inflation), and (ii) 80 percent of the amount of itemized deductions        
otherwise allowable for that year. As a result of the limitations set forth in  
Sections 67 and 68 of the Code, those investors holding Grantor Trust           
Certificates, directly or indirectly through a pass-through entity, may have    
total taxable income in excess of the total amount of cash received on the      
Grantor Trust Certificates. In addition, those investors cannot deduct the      
expenses of the trust for purposes of computing the alternative minimum tax,    
and thus those investors may be subject to significant additional tax           
liability.                                                                      

Sales of Grantor Trust Certificates                                       

If a Grantor Trust Certificate is sold, gain or loss will be recognized by
the Security Owner in an amount equal to the difference between the amount      
realized on the sale and the Security Owner's adjusted tax basis in the         
Grantor Trust Certificate. Such tax basis will equal the Security Owner's cost  
for the Grantor Trust Certificate, increased by any OID or market discount      
previously included in income and decreased by any premium previously taken     
into account and by the amount of payments, other than payments of Qualified    
Stated Interest, previously received with respect to such Grantor Trust         
Certificate. The portion of any such gain attributable to accrued market        
discount not previously included in income will be ordinary income. See         
"--Taxation of Securities Treated as Debt Instruments--Sale or Other            
Disposition." Any remaining gain or any loss will be capital gain or loss.      
Capital losses generally may be used only to offset capital gains.              

Trust Reporting                                                           

  Each registered holder of a Grantor Trust Certificate will be furnished with
each distribution a statement setting forth the allocation of such              
distribution to principal and interest. In addition, within a reasonable time   
after the end of each calendar year each registered holder of a Grantor Trust   
Certificate at any time during such year will be furnished with information     
regarding the amount of servicing compensation and other trust expenses to      
enable beneficial owners of Grantor Trust Certificates to prepare their tax     
returns. The trustee also will file any required tax information with the IRS,  
to the extent and in the manner required by the Code.                           

Foreign Persons                                                           

The tax and withholding rules that apply to Foreign Persons who acquire an
interest in Grantor Trust Certificates generally are the same as those that     
apply to a Foreign Person who acquires an interest in Debt Securities. See the  
discussion of the tax and withholding rules under "--Taxation of Securities     
Treated as Debt Instruments--Foreign Persons."                                  

PARTNER CERTIFICATES                                                            

If a trust or a portion of a trust is classified as a partnership for     
federal income tax purposes, the trust or a portion of the trust will not be    
subject to an entity level federal income tax. In the discussion that follows,  
we mean the term "trust" to refer either to a trust or to a portion thereof,    
as the context would indicate.                                                  

Pursuant to the terms of the applicable trust agreement, the trustee will 
compute taxable income for each taxable year for the trust and will allocate    
the income so computed among the Security Owners owning Partner Certificates.   
Each such Security Owner must take into account in computing its taxable        
income for federal income tax purposes its allocable share of the trust's       
income for the taxable year of the trust that ends with or within the Security  
Owner's taxable year. The trust will adopt the calendar year as its taxable     
year unless otherwise specified in the applicable prospectus supplement.        

Security Owner's Distributive Share                                       

The trust will compute taxable income for each taxable year in the same   
manner as would an individual, except that certain deductions specified in      
Section 703(a)(2) of the Code are not allowed. The trustee will allocate that   
taxable income among the Partner Certificates. The method of allocation will    
be described in the applicable prospectus supplement.                           

A share of expenses of the partnership (including fees of the master      
servicer but not interest expense) allocable to a beneficial owner who is an    
individual, estate or trust would constitute miscellaneous itemized deductions  
subject to the limitations described under "--Grantor Trust                     
Certificates--Trust Expenses" above. Accordingly, those deductions might        

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be disallowed to the individual in whole or in part and might result in that    
holder being taxed on an amount of income that exceeds the amount of cash       
actually distributed to that holder over the life of the partnership.           

Distributions                                                             

  A distribution of cash to a Security Owner owning a Partner Certificate will
not be taxable to the Security Owner to the extent that the amount distributed  
does not exceed the Security Owner's adjusted basis in the Partner              
Certificate. If the amount of cash distributed exceeds a Security Owner's       
basis in a Partner Certificate, the excess will be treated as though it were    
gain from the sale of the Partner Certificate. If, upon receipt of a cash       
distribution in liquidation of a Security Owner's interest in the trust, the    
Security Owner's adjusted basis exceeds the amount distributed, the excess      
will be treated as though it were a loss from the sale of the Partner           
Certificate.                                                                    

 A Security Owner's adjusted basis in a Partner Certificate at any time will
equal the purchase price paid by the Security Owner for the Partner             
Certificate, increased by allocations of income made to the Security Owner by   
the trust, and decreased by distributions previously made by the trust on the   
Partner Certificate and any losses allocated by the trust to the Security       
Owner with respect to the Partner Certificate.                                  

  If a trust distributes its assets in-kind to a Security Owner in liquidation
of the trust, neither the trust nor the Security Owner will recognize gain or   
loss on the distribution. The Security Owner would be required to allocate its  
adjusted basis in its Partner Certificate among the assets it received in the   
liquidating distribution.                                                       

Sale or Exchange of a Partner Certificate                                 

If a Security Owner sells a Partner Certificate, the Security Owner will  
recognize gain or loss equal to the difference between the amount realized on   
the sale and the Security Owner's adjusted basis in the Partner Certificate at  
the time of sale. Generally, except to the extent provided otherwise in the     
applicable prospectus supplement, any gain or loss will be capital gain or      
loss.                                                                           

Section 708 Terminations                                                  

Under Section 708 of the Code, the trust will be deemed to have terminated
for federal income tax purpose if 50 percent of the capital and profits         
interests in the trust are sold or exchanged within a 12-month period. If a     
termination were to occur, it would result in the deemed contribution by the    
trust of its assets to a newly formed trust in exchange for interests in such   
newly formed trust, which the terminated trust would be deemed to distribute    
to the Security Owners. The series of deemed transactions would not result in   
recognition of gain or loss to the trust or to the Security Owners. If the      
Partner Certificates are Book Entry Certificates, the trust most likely will    
not be able to monitor whether the termination provisions of Section 708 of     
the Code apply due to lack of information concerning the transfer of interests  
in the trust.                                                                   

Section 754 Election                                                      

  If a Security Owner were to sell its Partner Certificate at a profit (loss),
the purchaser would have a higher (lower) adjusted basis in the Certificate     
than did the seller. The trust's adjusted basis in its assets would not be      
adjusted to reflect this difference unless the trust made an election under     
Section 754 of the Code. To avoid the administrative complexities that would    
be involved if such an election were to be made, a trust that is classified as  
a partnership will not make an election under Section 754 of the Code unless    
otherwise provided in the applicable prospectus supplement. As a result, a      
beneficial owner of a Partner Certificate might be allocated a greater or       
lesser amount of partnership income than would be appropriate based on its own  
purchase price for its Partner Certificate.                                     

The American Jobs Creation Act of 2004 added a provision to the Code that 
would require a partnership with a "substantial built-in loss" immediately      
after a transfer of a partner's interest in such partnership to make the types  
of basis adjustments that would be required if an election under Section 754    
of the Code were in effect. This new provision does not apply to a              
"securitization partnership." The applicable prospectus supplement will         
address whether any partnership in which a Partner Certificate represents an    
interest will constitute a securitization partnership for this purpose.         

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Foreign Persons                                                           

Unless otherwise provided in the applicable prospectus supplement, income 
allocated and distributions made by the trust to a Security Owner who is a      
Foreign Person will be subject to United States federal income tax and          
withholding tax, if the income attributable to a security is not effectively    
connected with the conduct of a trade or business within the United States by   
the Foreign Person.                                                             

Any capital gain realized on the sale, redemption, retirement or other    
taxable disposition of a beneficial interest in a Partner Certificate by a      
Foreign Person will be exempt from United States federal income and             
withholding tax, provided that (i) such gain is not effectively connected with  
the conduct of a trade or business in the United States by the Foreign Person   
and (ii) in the case of an individual, the individual is not present in the     
United States for 183 days or more in the taxable year.                         

Information Reporting                                                     

  Each trust classified as a partnership will file a partnership tax return on
IRS Form 1065 with the IRS for each taxable year of the trust. The trust will   
report each Security Owner's allocable share of the trust's items of income     
and expense to the Security Owner and to the IRS on Schedules K-1. The trust    
will provide the Schedules K-1 to nominees that fail to provide the trust with  
the information statement described below and the nominees then will be         
required to forward that information to the beneficial owners of the Partner    
Certificates. Generally, a Security Owner must file tax returns that are        
consistent with the information reported on the Schedule K-1 or be subject to   
penalties, unless the Security Owner notifies the IRS of the inconsistencies.   

 Under Section 6031 of the Code, any person that holds a Partner Certificate
as a nominee at any time during a calendar year is required to furnish to the   
trust a statement containing certain information concerning the nominee and     
the beneficial owner of the Partner Certificates. In addition, brokers and      
financial institutions that hold Partner Certificates through a nominee are     
required to furnish directly to the trust information as to the beneficial      
ownership of the Partner Certificates. The information referred to above for    
any calendar year is to be provided to the trust by January 31 of the           
following year. Brokers and nominees who fail to provide the information may    
be subject to penalties. However, a clearing agency registered under            
Section 17A of the Securities Exchange Act of 1934 is not required to furnish   
that information statement to the trust.                                        

Administrative Matters                                                    

 Unless another designation is made, the depositor will be designated as the
tax matters partner in the trust agreement and, as the tax matters partner,     
will be responsible for representing the beneficial owners of Partner           
Certificates in any dispute with the IRS. The Code provides for administrative  
examination of a partnership as if the partnership were a separate and          
distinct taxpayer. Generally, the statute of limitations for partnership items  
does not expire until three years after the date on which the partnership       
information return is filed. Any adverse determination following an audit of    
the return of the partnership by the appropriate taxing authorities could       
result in an adjustment of the returns of the beneficial owners of Partner      
Certificates, and, under certain circumstances, a beneficial owner may be       
precluded from separately litigating a proposed adjustment to the items of the  
partnership. An adjustment also could result in an audit of a beneficial        
owner's returns and adjustments of items not related to the income and losses   
of the partnership.                                                             

SPECIAL TAX ATTRIBUTES                                                          

In certain cases, securities are afforded special tax attributes under    
particular sections of the Code, as discussed below.                            

REMIC Certificates                                                        

REMIC certificates held by a domestic building and loan association will  
constitute "regular or residual interests in a REMIC" within the meaning of     
Section 7701(a)(19)(C)(xi) of the Code in proportion to the assets of the       
REMIC that are described in Section 7701(a)(19)(C)(i) through (x). If,          
however, at least 95 percent of the assets of the REMIC are described in        
Section 7701(a)(19)(C)(i) through (x), the entire REMIC certificates in that    
REMIC will so qualify.                                                          

 In addition, REMIC certificates held by a REIT will constitute "real estate
assets" within the meaning of Section 856(c)(5)(B) of the Code. If at any time  
during a calendar year less than 95 percent of the assets of a REMIC            

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consist of "real estate assets," then the portion of the REMIC certificates     
that are real estate assets under Section 856(c)(5)(B) during the calendar      
year will be limited to the portion of the assets of the REMIC that are real    
estate assets. Similarly, income on the REMIC certificates will be treated as   
"interest on obligations secured by mortgages on real property" within the      
meaning of Section 856(c)(3)(B) of the Code, subject to the same limitation as  
set forth in the preceding sentence.                                            

REMIC regular certificates also will be "qualified mortgages" within the  
meaning of Section 860G(a)(3) of the Code with respect to other REMICs,         
provided they are transferred to the other REMICs within the periods required   
by the Code.                                                                    

  The determination as to the percentage of the REMIC's assets that constitute
assets described in the foregoing sections of the Code will be made for each    
calendar quarter based on the average adjusted basis of each category of the    
assets held by the REMIC during that calendar quarter. The REMIC will report    
those determinations in the manner and at the times required by applicable      
Treasury regulations. The Small Business Job Protection Act of 1996 (the        
"SBJPA of 1996") repealed the reserve method for bad debts of domestic          
building and loan associations and mutual savings banks, and thus has           
eliminated the asset category of "qualifying real property loans" in former     
Section 593(d) of the Code for taxable years beginning after December 31,       
1995. The requirements in the SBJPA of 1996 that these institutions must        
"recapture" a portion of their existing bad debt reserves is suspended if a     
certain portion of their assets are maintained in "residential loans" under     
Section 7701(a)(19)(C)(v) of the Code, but only if those loans were made to     
acquire, construct or improve the related real property and not for the         
purpose of refinancing. However, no effort will be made to identify the         
portion of the mortgage loans of any series meeting this requirement, and no    
representation is made in this regard.                                          

The assets of the REMIC will include, in addition to mortgage loans,      
payments on mortgage loans held pending distribution on the REMIC certificates  
and property acquired by foreclosure held pending sale, and may include         
amounts in reserve accounts. It is unclear whether property acquired by         
foreclosure held pending sale and amounts in reserve accounts would be          
considered to be part of the mortgage loans, or whether those assets (to the    
extent not invested in assets described in the foregoing sections) otherwise    
would receive the same treatment as the mortgage loans for purposes of all of   
the foregoing sections. Under the regulations applicable to REITs, however,     
mortgage loan payments held by a REMIC pending distribution are real estate     
assets for purposes of Section 856(c)(5)(B) of the Code. Furthermore,           
foreclosure property generally will qualify as real estate assets under         
Section 856(c)(5)(B) of the Code.                                               

  For some series of REMIC certificates, two or more separate elections may be
made to treat designated portions of the related trust fund as REMICs ("Tiered  
REMICs") for federal income tax purposes. Solely for purposes of determining    
whether the REMIC certificates will be "real estate assets" within the meaning  
of Section 856(c)(5)(B) of the Code and "loans secured by an interest in real   
property" under Section 7701(a)(19)(C) of the Code, and whether the income on   
those Certificates is interest described in Section 856(c)(3)(B) of the Code,   
the Tiered REMICs will be treated as one REMIC.                                 

As described above, certain REMIC regular certificates will evidence      
ownership of a REMIC regular interest and a notional principal contract, as     
further described in the accompanying supplement. See "--Types of               
Securities--REMIC Certificates Generally" above. Any such notional principal    
contract (and any income therefrom) will not be afforded any of the special     
tax attributes described in this section.                                       

Non-REMIC Debt Securities                                                 

Debt Securities that are not REMIC regular certificates and that are owned
by domestic building and loan associations and other thrift institutions will   
not be considered "loans secured by an interest in real property" or            
"qualifying real property loans." Moreover, such Debt Securities owned by a     
REIT will not be treated as "real estate assets" nor will interest on the Debt  
Securities be considered "interest on obligations secured by mortgages on real  
property." In addition, such Debt Securities will not be "qualified mortgages"  
for REMICs.                                                                     

Grantor Trust Certificates                                                

 Standard Certificates held by a domestic building and loan association will
constitute "loans secured by interests in real property" within the meaning of  
Section 7701(a)(19)(C)(v) of the Code; Standard Certificates held by a REIT     
will constitute "real estate assets" within the meaning of Section 856(c)(5)(B) 
of the Code; amounts includible in gross income with respect to Standard        
Certificates held by a REIT will be considered "interest on obligations         
secured by                                                                      

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mortgages on real property" within the meaning of Section 856(c)(3)(B) of the   
Code; and Standard Certificates transferred to a REMIC within the prescribed    
time periods will qualify as "qualified mortgages" within the meaning of        
Section 860G(a)(3) of the Code; provided in each case that the related assets   
of the trust (or income therefrom, as applicable) would so qualify.             

Although there appears to be no policy reason not to accord to Stripped   
Certificates the treatment described above for Standard Certificates, there is  
no authority addressing such characterization for instruments similar to        
Stripped Certificates. We recommend that prospective investors in Stripped      
Certificates consult their own tax advisers regarding the characterization of   
Stripped Certificates, and the income therefrom, if the characterization of     
the Stripped Certificates under the above-referenced rules is relevant.         

Partner Certificates                                                      

For federal income tax purposes, Partner Certificates held by a domestic  
building and loan association will not constitute "loans secured by an          
interest in real property" within the meaning of Code                           
Section 7701(a)(19)(C)(v), but, for purposes of the provisions applicable to    
REITs, a REIT holding a Partnership Certificate will be deemed to hold its      
proportionate share of each of the assets of the partnership and will be        
deemed to be entitled to the income of the partnership attributable to such     
share, based in each case on the REIT's capital interest in the issuer.         

BACKUP WITHHOLDING                                                              

  Distributions on securities, as well as payment of proceeds from the sale of
securities, may be subject to the backup withholding tax at a rate of up to     
31% under Section 3406 of the Code if recipients fail to furnish certain        
information, including their taxpayer identification numbers, or otherwise      
fail to establish an exemption from such tax. Any amounts deducted and          
withheld from a recipient would be allowed as a credit against such             
recipient's federal income tax. Furthermore, certain penalties may be imposed   
by the IRS on a recipient that is required to supply information but that does  
not do so in the manner required.                                               

REPORTABLE TRANSACTIONS                                                         

   Recent legislation imposes a penalty on a taxpayer that fails to disclose a
"reportable transaction." The IRS has issued guidance defining the term         
"reportable transaction" for this purpose. Although a description of that term  
is beyond the scope of this summary, a reportable transaction includes a        
transaction that meets requirements outlined in the IRS guidance and that       
involves:                                                                       

o a sale or exchange of a security resulting in a loss in excess of (i)   
   $10 million in any single year or $20 million in any combination of years
in the case of a security held by a corporation or a partnership with 
only corporate partners or (ii) $2 million in any single year or      
  $4 million in any combination of years in the case of a security held by
any other partnership or an S corporation, trust or individual;       

o a significant difference between the U.S. federal income tax reporting  
for an item from the transaction and its treatment for book purposes  
(generally under U.S. generally accepted accounting principles); or   

o any other characteristic described by the IRS.                          

A taxpayer discloses a reportable transaction by filing IRS Form 8886 with
its federal income tax return. The penalty for failing to disclose a            
reportable transaction is $10,000 in the case of a natural person and $50,000   
in any other case. Prospective investors in the securities should consult       
their own tax advisors concerning any possible disclosure obligations with      
respect to their ownership or disposition of a security in light of their       
particular circumstances.                                                       

STATE AND LOCAL TAX CONSIDERATIONS

In addition to the federal income tax consequences described above,       
potential investors should consider the state and local income tax              
consequences of the acquisition, ownership and disposition of securities.       
State and local income tax law may differ substantially from the corresponding  
federal law, and this discussion does not purport to describe any aspect of     
the income tax laws of any state or locality.                                   

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For example, a REMIC or non-REMIC trust may be characterized as a         
corporation, a partnership, or some other entity for purposes of state income   
tax law. Such characterization could result in entity level income or           
franchise taxation of the trust. We recommend that potential investors consult  
their own tax advisors with respect to the various state and local tax          
consequences of an investment in securities.                                    

ERISA CONSIDERATIONS

GENERAL                                                                         

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and the Code impose certain requirements in connection with the investment of   
plan assets on employee benefit plans and on certain other retirement plans     
and arrangements, including individual retirement accounts and annuities,       
Keogh plans and collective investment funds and separate accounts in which      
these plans, accounts or arrangements are invested, that are subject to Title   
I of ERISA or to Section 4975 of the Code ("Plans") and on persons who are      
fiduciaries for those Plans. Some employee benefit plans, such as governmental  
plans (as defined in ERISA Section 3(32)) and, if no election has been made     
under Section 410(d) of the Code, church plans (as defined in Section 3(33) of  
ERISA), are not subject to ERISA requirements. Therefore, assets of these       
plans may be invested in Securities without regard to the ERISA considerations  
described below, subject to the provisions of other applicable federal, state   
and local law. Any of these plans that are qualified and exempt from taxation   
under Sections 401(a) and 501(a) of the Code, however, are subject to the       
prohibited transaction rules set forth in Section 503 of the Code.              

ERISA generally imposes on Plan fiduciaries certain general fiduciary     
requirements, including those of investment prudence and diversification and    
the requirement that a Plan's investments be made in accordance with the        
documents governing the Plan. In addition, ERISA and the Code prohibit a broad  
range of transactions involving assets of a Plan and persons ("Parties in       
Interest") who have certain specified relationships to the Plan unless a        
statutory, regulatory or administrative exemption is available. Certain         
Parties in Interest that participate in a prohibited transaction may be         
subject to excise taxes imposed pursuant to Section 4975 of the Code, unless a  
statutory, regulatory or administrative exemption is available. These           
prohibited transactions generally are set forth in Sections 406 and 407 of      
ERISA and Section 4975 of the Code.                                             

A Plan's investment in Securities may cause the Primary Assets and other  
assets included in a related trust fund to be deemed Plan assets. The United    
States Department of Labor ("DOL") has issued regulations set forth at 29       
C.F.R. Section 2510.3-101 (the "DOL Regulations") which provide that when a     
Plan acquires an equity interest in an entity, the Plan's assets include both   
the equity interest and an undivided interest in each of the underlying assets  
of the entity, unless certain exceptions not applicable here apply, or unless   
the equity participation in the entity by "benefit plan investors" (i.e.,       
Plans, employee benefit plans not subject to ERISA, and entities whose          
underlying assets include plan assets by reason of a Plan's investment in the   
entity) is not "significant," both as defined therein. For this purpose, in     
general, equity participation by benefit plan investors will be "significant"   
on any date if 25% or more of the value of any class of equity interests in     
the entity is held by benefit plan investors. To the extent the Securities are  
treated as equity interests for purposes of the DOL Regulations, equity         
participation in a trust fund will be significant on any date if immediately    
after the most recent acquisition of any Security, 25% or more of any class of  
Securities is held by benefit plan investors.                                   

Any person who has discretionary authority or control respecting the      
management or disposition of assets of a Plan, and any person who provides      
investment advice for those assets for a fee, is a fiduciary of the Plan. If    
the Primary Assets and other assets included in a trust fund constitute plan    
assets of an investing Plan, then any party exercising management or            
discretionary control regarding those assets, such as the servicer or master    
servicer, may be deemed to be a "fiduciary" of the Plan and thus subject to     
the fiduciary responsibility provisions and prohibited transaction provisions   
of ERISA and the Code with respect to the investing Plan. In addition, if the   
Primary Assets and other assets included in a trust fund constitute plan        
assets, certain activities involved in the operation of the trust fund may      
constitute or involve prohibited servicing, sales or exchanges of property or   
extensions of credit transactions under ERISA and the Code.                     

THE UNDERWRITER EXEMPTION                                                       

  The DOL issued an individual exemption to Lehman Brothers Inc.'s predecessor
in interest, Shearson Lehman Hutton Inc. (Prohibited Transaction Exemption      
("PTE") 91-14 et al.; 56 Fed. Reg. 7413 (1991) as most recently                 

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amended and restated by PTE 2002-41, 67 Fed. Reg. 54487 (2002)) (the            
"Exemption") that generally exempts from the application of the prohibited      
transaction provisions of Sections 406(a) and 407(a) of ERISA, and the excise   
taxes imposed on those prohibited transactions pursuant to Sections 4975(a)     
and (b) of the Code, certain transactions relating to the servicing and         
operation of mortgage pools and the purchase (in both the initial offering and  
secondary market), sale and holding of Securities underwritten by an            
underwriter, as defined below, that (1) represent a beneficial ownership        
interest in the assets of an issuer which is a trust and entitle the holder to  
pass-through payments of principal, interest and/or other payments made with    
respect to the assets of the trust fund or (2) are denominated as a debt        
instrument and represent an interest in or issued by the issuer, provided that  
certain conditions set forth in the Exemption are satisfied.                    

 For purposes of this Section "ERISA Considerations," the term "underwriter"
will include (a) Lehman Brothers Inc., (b) any person directly or indirectly,   
through one or more intermediaries, controlling, controlled by or under common  
control with Lehman Brothers Inc., and (c) any member of the underwriting       
syndicate or selling group of which a person described in (a) or (b) is a       
manager or co-manager for a class of Securities.                                

Among the general conditions that must be satisfied for exemptive relief  
under the Exemption are:                                                        

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

 (2)  The Securities at the time of acquisition by the Plan must be rated in
one of the three highest generic rating categories (four, in a Designated       
Transaction) by Standard & Poor's Ratings Services, a division of The McGraw-   
Hill Companies, Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's") or    
Fitch Ratings ("Fitch") (each, a "Rating Agency");                              

  (3)  In the case of a transaction described in the Exemption as a designated
transaction (a "Designated Transaction"), in which the investment pool          
contains only certain types of assets such as the Primary Assets which are      
fully secured, the Exemption covers subordinated Securities issued by the       
trust fund in such transaction which are rated in one of the four highest       
generic rating categories by a Rating Agency. The Exemption also applies to     
Securities backed by residential and home equity loans that are less than       
fully secured, provided that (1) the rights and interests evidenced by the      
Securities are not subordinated to the rights and interests evidenced by the    
other securities of the trust fund, (2) the Securities are rated in either of   
the two highest generic rating categories by a Rating Agency and (3) any loan   
included in the investment pool is secured by collateral whose fair market      
value on the closing date of the transaction is at least equal to 80% of the    
sum of (a) the outstanding principal balance due under the loan which is held   
by the trust fund and (b) the outstanding principal balance(s) of any other     
loan(s) of higher priority (whether or not held by the trust fund) which are    
secured by the same collateral;                                                 

(4)  Assets of the type included in a particular trust fund have been     
included in other investment pools and securities evidencing interests in such  
other pools have been both (i) rated in one of the three (or in the case of a   
Designated Transaction, four) highest generic rating categories by a Rating     
Agency and (ii) been purchased by investors other than Plans for at least one   
year prior to a Plan's acquisition of Securities in reliance on the Exemption;  

(5)  The trustee may not be an affiliate of any other member of the       
Restricted Group, as defined below, other than any underwriter;                 

  (6)  The sum of all payments made to and retained by the underwriter(s) must
represent not more than reasonable compensation for underwriting the            
Securities; the sum of all payments made to and retained by the depositor       
pursuant to the assignment of the assets to the issuer must represent not more  
than the fair market value of those obligations; and the sum of all payments    
made to and retained by the master servicer and any other servicer must         
represent not more than reasonable compensation for that person's services      
under the related Agreement and reimbursement of that person's reasonable       
expenses in connection therewith;                                               

 (7)  The Plan investing in the Securities must be an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Commission under the           
Securities Act of 1933, as amended; and                                         

  (8)  For certain types of issuers, the documents establishing the issuer and
governing the transaction must contain provisions intended to protect the       
assets of the issuer from creditors of the depositor.                           

The rating of a Security may change. If the rating of a Security declines 
below the lowest permitted rating, the Security will no longer be eligible for  
relief under the Exemption (although a Plan that had purchased the Security     
when                                                                            

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the Security had a permitted rating would not be required by the Exemption to   
dispose of it). Consequently, only Plan investors that are insurance company    
general accounts would be permitted to purchase the Securities in such          
circumstances pursuant to Section I and III of Prohibited Transaction           
Class Exemption ("PTCE") 95-60.                                                 

  The Exemption permits interest-rate swaps and yield supplement agreements to
be assets of the trust fund subject to certain conditions. An interest-rate     
swap (or if purchased by or on behalf of the trust fund) an interest-rate cap   
contract (collectively, a "Swap" or "Swap Agreement") is a permitted trust      
fund asset if it:                                                               

(1)  is an "eligible Swap;"                                               

(2)  is with an "eligible counterparty;"                                  

(3)  is purchased by a "qualified plan investor;"                         

(4)  meets certain additional specific conditions which depend on whether 
the Swap is a "ratings dependent Swap" or a "non-ratings dependent Swap;" and   

 (5)  permits the trust fund to make termination payments to the Swap (other
than currently scheduled payments) solely from excess spread or amounts         
otherwise payable to the servicer or depositor.                                 

An "eligible Swap" is one which:                                          

a. is denominated in U.S. dollars;                                  

   b. pursuant to which the trust fund pays or receives, on or immediately
prior to the respective payment or distribution date for the class of     
  Securities to which the Swap relates, a fixed rate of interest or a floating
rate of interest based on a publicly available index (e.g., LIBOR or the  
U.S. Federal Reserve's Cost of Funds Index (COFI)), with the trust fund   
 receiving such payments on at least a quarterly basis and obligated to make
separate payments no more frequently than the counterparty, with all      
simultaneous payments being netted ("Allowable Interest Rate");           

   c. has a notional amount that does not exceed either: (i) the principal
balance of the class of Securities to which the Swap relates, or (ii) the 
  portion of the principal balance of such class represented by Primary Assets
("Allowable Notional Amount");                                            

    d. is not leveraged (i.e., payments are based on the applicable notional
amount, the day count fractions, the fixed or floating rates permitted    
  above, and the difference between the products thereof, calculated on a one-
to-one ratio and not on a multiplier of such difference) ("Leveraged");   

  e. has a final termination date that is either the earlier of the date
 on which the issuer terminates or the related class of Securities are fully
repaid; and                                                               

f. does not incorporate any provision that could cause a unilateral 
alteration in the interest rate requirements described above or the       
prohibition against leveraging.                                           

  An "eligible counterparty" means a bank or other financial institution which
has a rating at the date of issuance of the Securities, which is in one of the  
three highest long term credit rating categories or one of the two highest      
short term credit rating categories, utilized by at least one of the Rating     
Agencies rating the Securities; provided that, if a counterparty is relying on  
its short term rating to establish eligibility hereunder, such counterparty     
must either have a long term rating in one of the three highest long term       
rating categories or not have a long term rating from the applicable Rating     
Agency.                                                                         

A "qualified plan investor" is a Plan or Plans where the decision to buy  
such class of Securities is made on behalf of the Plan by an independent        
fiduciary qualified to understand the Swap transaction and the effect the Swap  
would have on the rating of the Securities and such fiduciary is either:        

  a. a "qualified professional asset manager" ("QPAM") under PTCE 84-14;

b. an "in-house asset manager" under PTCE 96-23; or                 

c. has total assets (both Plan and non-Plan) under management of at 
least $100 million at the time the Securities are acquired by the Plan.   

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In "ratings dependent Swaps" (where the rating of a class of Securities is
dependent on the terms and conditions of the Swap), the Swap Agreement must     
provide that if the credit rating of the counterparty is withdrawn or reduced   
by any Rating Agency below a level specified by the Rating Agency, the          
servicer must, within the period specified under the pooling and servicing      
agreement:                                                                      

a. obtain a replacement Swap Agreement with an eligible counterparty
which is acceptable to the Rating Agency and the terms of which are       
substantially the same as the current Swap Agreement (at which time the   
earlier Swap Agreement must terminate); or                                

b. cause the Swap counterparty to establish any collateralization or
other arrangement satisfactory to the Rating Agency such that the then    
current rating by the Rating Agency of the particular class of Securities 
will not be withdrawn or reduced (and the terms of the Swap Agreement must
  specifically obligate the counterparty to perform these duties for any class
of Securities with a term of more than one year).                         

In the event that the servicer fails to meet these obligations, Plan      
securityholders must be notified in the immediately following periodic report,  
which is provided to securityholders, but in no event later than the end of     
the second month beginning after the date of such failure. Sixty days after     
the receipt of such report, the exemptive relief provided under the Exemption   
will prospectively cease to be applicable to any class of Securities held by a  
Plan which involves such ratings dependent Swap.                                

  "Non-ratings dependent Swaps" (those where the rating of the Securities does
not depend on the terms and conditions of the Swap) are subject to the          
following conditions. If the credit rating of the counterparty is withdrawn or  
reduced below the lowest level permitted above, the servicer will, within a     
specified period after such rating withdrawal or reduction:                     

 a. obtain a replacement Swap Agreement with an eligible counterparty,
 the terms of which are substantially the same as the current Swap Agreement
(at which time the earlier Swap Agreement must terminate);                

    b. cause the counterparty to post collateral with the trust in an amount
 equal to all payments owed by the counterparty if the Swap transaction were
terminated; or                                                            

c. terminate the Swap Agreement in accordance with its terms.       

An "eligible yield supplement agreement" is any yield supplement agreement
or similar arrangement (or if purchased by or on behalf of the trust fund) an   
interest rate cap contract to supplement the interest rates otherwise payable   
on obligations held by the trust fund ("EYS Agreement"). If the EYS Agreement   
has a notional principal amount and/or is written on an International Swaps     
and Derivatives Association, Inc. (ISDA) form, the EYS Agreement may only be    
held as an asset of the trust fund with respect to Securities purchased by      
Plans if it meets the following conditions:                                     

a. it is denominated in U.S. dollars;                               

b. it pays an Allowable Interest Rate;                              

c. it is not Leveraged;                                             

d. it does not allow any of these three preceding requirements to be
unilaterally altered without the consent of the trustee;                  

e. it is entered into between the trust fund and an eligible        
counterparty; and                                                         

f. it has an Allowable Notional Amount.                             

The Exemption permits transactions using a Pre-Funding Account whereby a  
portion of the Primary Assets are transferred to the trust fund within a        
specified period following the closing date ("DOL Pre-Funding Period") instead  
of requiring that all such Primary Assets be either identified or transferred   
on or before the closing date, provided that the DOL Pre-Funding Period         
generally ends no later than three months or 90 days after the closing date,    
the ratio of the amount allocated to the Pre-Funding Account to the total       
principal amount of the Securities being offered generally does not exceed      
twenty-five percent (25%) and certain other conditions set forth in the         
Exemption are satisfied.                                                        

 If the general conditions of the Exemption are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a) and       
407(a) of ERISA (as well as the related excise taxes imposed by                 

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Section 4975 of the Code) in connection with the direct or indirect sale,       
exchange, transfer, holding or the direct or indirect acquisition or            
disposition in the secondary market of Securities by Plans and the servicing,   
management and operation of the trust fund. A fiduciary of a Plan               
contemplating purchasing a Security should make its own determination that the  
general conditions set forth above will be satisfied for that Security.         

  The Exemption also may provide an exemption from the restrictions imposed by
Sections 406(a) and 407 of ERISA, and the excise taxes imposed by Section 4975  
of the Code, if those restrictions are deemed to otherwise apply merely         
because a person is deemed to be a "party in interest" with respect to an       
investing Plan by virtue of providing services to the Plan (or by virtue of     
having certain specified relationships to that person) solely as a result of    
the Plan's ownership of Securities.                                             

The Exemption also provides relief from certain self-dealing/conflict of  
interest prohibited transactions that may arise under Sections 406(b)(1) and    
406(b)(2) of ERISA (as well as from the excise taxes imposed by Section 4975    
of the Code) when a fiduciary causes a Plan to invest in an issuer that holds   
obligations on which the fiduciary (or its affiliate) is an obligor only if,    
among other requirements: (1) the fiduciary (or its affiliate) is an obligor    
with respect to no more than 5% of the fair market value of the obligations     
contained in the trust fund; (2) the Plan's investment in each class of         
Securities does not exceed 25% of all of the Securities of that class           
outstanding at the time of the acquisition; (3) immediately after the           
acquisition, no more than 25% of the assets of any Plan for which the           
fiduciary serves as a fiduciary are invested in securities representing an      
interest in one or more trusts containing assets sold or serviced by the same   
entity; (4) in the case of an acquisition of Securities in connection with      
their initial issuance, at least 50% of each class of Securities in which       
Plans have invested and at least 50% of the aggregate interest in the issuer    
is acquired by persons independent of the Restricted Group; and (5) the Plan    
is not an Excluded Plan. An "Excluded Plan" is one that is sponsored by a       
member of the Restricted Group, which consists of the trustee, each             
underwriter, any insurer of the issuer, the depositor, each servicer, any       
obligor with respect to obligations included in the issuer constituting more    
than 5% of the aggregate unamortized principal balance of the assets of the     
issuer on the date of the initial issuance of Securities, each counterparty in  
any eligible swap transactions and any affiliate of any such persons.           

However, no exemption is provided from the restrictions of                
Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or        
holding of a Security on behalf of an Excluded Plan by any person who has       
discretionary authority or renders investment advice with respect to the        
assets of that Excluded Plan.                                                   

ADDITIONAL CONSIDERATIONS FOR SECURITIES WHICH ARE NOTES                        

Without regard to whether Securities are treated as equity interests for  
purposes of the DOL Regulations, because any of the depositor, the trustee,     
any underwriter, the issuer or any of their affiliates might be considered or   
might become Parties in Interest with respect to a Plan, the acquisition or     
holding of Securities which are considered debt without substantial equity      
features by or on behalf of that Plan could be considered to give rise to both  
direct and indirect prohibited transactions within the meaning of ERISA and     
the Code, unless one or more statutory, regulatory or administrative            
exemptions are applicable. Included among such exemptions are: the Exemption,   
PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by  
a "qualified professional asset manager," PTCE 90-1, which exempts certain      
transactions involving insurance company pooled separate accounts, PTCE 91-38,  
which exempts certain transactions involving bank collective investment funds,  
PTCE 95-60, which exempts certain transactions involving insurance company      
general accounts, or PTCE 96-23, which exempts certain transactions effected    
on behalf of a Plan by certain "in-house" asset managers. It should be noted,   
however, that even if the conditions specified in one or more of these          
exemptions are met, the scope of relief provided may not necessarily cover all  
acts that might be construed as prohibited transactions.                        

ADDITIONAL FIDUCIARY CONSIDERATIONS                                             

The depositor, the master servicer, the servicer, the trustee or any      
underwriter may be the sponsor of, or investment advisor with respect to, one   
or more Plans. Because these parties may receive certain benefits in            
connection with the sale of Securities, the purchase of Securities using Plan   
assets over which any of these parties has investment discretion or management  
authority might be deemed to be a violation of the prohibited transaction       
rules of ERISA and the Code for which no exemption may be available.            
Accordingly, Securities should not be purchased using the assets of any Plan    
if any of the depositor, any servicer, the trustee or any underwriter or any    
of their affiliates has investment discretion or                                

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management authority for those assets, or is an employer maintaining or         
contributing to the Plan, if such acquisition would constitute a non-exempt     
prohibited transaction.                                                         

Any Plan fiduciary that proposes to cause a Plan to purchase Securities   
should consult with its counsel with respect to the potential applicability of  
ERISA and the Code to that investment, the availability of the exemptive        
relief provided in the Exemption and the potential applicability of any other   
prohibited transaction exemption in connection therewith. In particular, a      
Plan fiduciary that proposes to cause a Plan to purchase Securities             
representing a beneficial ownership interest in a pool of single-family         
residential first mortgage loans should consider the applicability of PTCE 83-  
1, which provides exemptive relief for certain transactions involving mortgage  
pool investment trusts. The prospectus supplement for a series of Securities    
may contain additional information regarding the application of the Exemption,  
PTCE 83-1 or any other exemption, with respect to the Securities offered        
thereby.                                                                        

  Any Plan fiduciary considering whether to purchase a Security on behalf of a
Plan should consult with its counsel regarding the application of the DOL       
Regulations and the fiduciary responsibility and prohibited transaction         
provisions of ERISA and the Code to that investment.                            

The sale of Securities to a Plan is in no respect a representation by the 
depositor or the underwriter that the investment meets all relevant legal       
requirements for investments by Plans generally or any particular Plan, or      
that the investment is appropriate for Plans generally or any particular Plan.  

LEGAL INVESTMENT CONSIDERATIONS 

 The prospectus supplement for each series of Securities will specify which,
if any, of the classes of Offered Securities will constitute "mortgage related  
securities" for purposes of the Secondary Mortgage Market Enhancement Act of    
1984, as amended ("SMMEA"). Classes of Securities that qualify as "mortgage     
related securities" will be legal investments for persons, trusts,              
corporations, partnerships, associations, business trusts and business          
entities (including depository institutions, life insurance companies and       
pension funds) created pursuant to or existing under the laws of the United     
States or of any state (including the District of Columbia and Puerto Rico)     
whose authorized investments are subject to state regulation to the same        
extent as, under applicable law, obligations issued by or guaranteed as to      
principal and interest by the United States or any of these entities. Under     
SMMEA, if a state enacted legislation prior to October 4, 1991 specifically     
limiting the legal investment authority of any such entities with respect to    
"mortgage related securities," the Securities will constitute legal             
investments for entities subject to this legislation only to the extent         
provided therein. Approximately twenty-one states adopted the legislation       
prior to the October 4, 1991 deadline.                                          

SMMEA also amended the legal investment authority of federally-chartered  
depository institution as follows: federal savings and loan associations and    
federal savings banks may invest in, sell or otherwise deal in Securities       
without limitations as to the percentage of their assets represented thereby,   
federal credit unions may invest in mortgage related securities, and national   
banks may purchase Securities for their own account without regard to the       
limitations generally applicable to investment securities set forth in 12       
U.S.C. ss.24 (Seventh), subject in each case to any regulations the applicable  
federal authority may prescribe. In this connection, federal credit unions      
should review the National Credit Union Administration ("NCUA") Letter to       
Credit Unions No. 96, as modified by Letter to Credit Unions No. 108, which     
includes guidelines to assist federal credit unions in making investment        
decisions for mortgage related securities, and the NCUA's regulation            
"Investment and Deposit Activities" (12 C.F.R. Part 703), (whether or not the   
class of Securities under consideration for purchase constitutes a "mortgage    
related security").                                                             

All depository institutions considering an investment in the Securities   
(whether or not the class of securities under consideration for purchase        
constitutes a "mortgage related security" should review the Federal Financial   
Institutions Examination Council's Supervisory Policy Statement on Securities   
Activities (to the extent adopted by their respective regulators) (the "Policy  
Statement"), setting forth, in relevant part, certain securities trading and    
sales practices deemed unsuitable for an institution's investment portfolio,    
and guidelines for (and restrictions on) investing in mortgage derivative       
products, including "mortgage related securities" that are "high-risk mortgage  
securities" as defined in the Policy Statement. According to the Policy         
Statement, "high-risk mortgage securities" include securities such as the       
Securities not entitled to distributions allocated to principal or interest,    
or Subordinated Securities. Under the Policy Statement, it is the               
responsibility of each depository institution to determine, prior to purchase   
(and at stated intervals thereafter), whether a particular mortgage derivative  
product is a "high-risk mortgage security," and whether the purchase (or        
retention) of the product would be consistent with the Policy Statement.        

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The foregoing does not take into consideration the applicability of       
statutes, rules, regulations, orders, guidelines, or agreements generally       
governing investments made by a particular investor, including, but no limited  
to, "prudent investor" provisions, percentage-of-assets limits and provisions   
that may restrict or prohibit investment in securities that are not "interest   
bearing" or "income paying."                                                    

There may be other restrictions on the ability of certain investors,      
including depository institutions, either to purchase Securities or to          
purchase Securities representing more than a specified percentage of the        
investor's assets. Investors should consult their own legal advisors in         
determining whether and to what extent the Securities constitute legal          
investments for these investors.                                                

LEGAL MATTERS 

Certain legal matters in connection with the Offered Securities will be   
passed upon for the depositor and for the Underwriters, and the material        
federal income tax consequences of the Securities will be passed upon for the   
depositor, by McKee Nelson LLP, Washington, D.C. or by Dechert LLP, New York,   
New York as specified in the prospectus supplement for each series of           
Securities.                                                                     

THE DEPOSITOR 

 The depositor, Structured Asset Securities Corporation, was incorporated in
the State of Delaware on January 2, 1987. The principal office of the           
depositor is located at 745 Seventh Avenue, New York, New York 10019. Its       
telephone number is (212) 526-7000.                                             

The Certificate of Incorporation of the depositor provides that the       
depositor may not conduct any activities other than those related to the issue  
and sale of one or more series and to serve as depositor of one or more trusts  
that may issue and sell bonds or securities. The Certificate of Incorporation   
of the depositor provides that any securities, except for subordinated          
securities, issued by the depositor must be rated in one of the three highest   
categories available by any Rating Agency rating the series.                    

 The series Supplement for a particular series may permit the Primary Assets
pledged to secure the related series of Securities to be transferred by the     
Issuer to a trust, subject to the obligations of the Securities of that         
series, thereby relieving the Issuer of its obligations with respect to the     
Securities.                                                                     

USE OF PROCEEDS 

The depositor will apply all or substantially all of the net proceeds from
the sale of each series offered hereby and by the prospectus supplement to      
purchase the Primary Assets, to repay indebtedness that has been incurred to    
obtain funds to acquire the Primary Assets, to establish the Reserve Funds, if  
any, for the series and to pay costs of structuring and issuing the             
Securities. If specified in the prospectus supplement, Securities may be        
exchanged by the depositor for Primary Assets. Unless otherwise specified in    
the prospectus supplement, the Primary Assets for each series of Securities     
will be acquired by the depositor either directly, or through one or more       
affiliates that will have acquired the Primary Assets from time to time either  
in the open market or in privately negotiated transactions.                     

PLAN OF DISTRIBUTION

Each series of Securities offered hereby and by means of the prospectus   
supplements may be offered through any one or more of the following: Lehman     
Brothers Inc., an affiliate of the depositor; underwriting syndicates           
represented by Lehman Brothers Inc.; any originator of Loans underlying a       
series; or underwriters, agents or dealers selected by the originator           
(collectively, the "Underwriters"); or any series of Securities or class        
within a series offered hereby and by means of the prospectus supplements may   
be included as Private Mortgage-Backed Securities in another series of          
Securities offered hereby or as underlying securities in another series of      
asset-backed securities issued by an affiliate of the depositor or Lehman       
Brothers Inc. The prospectus supplement with respect to each series of          
Securities will set forth the terms of the offering of the series of            
Securities and each class within the series, including the name or names of     
the Underwriters (if known), the proceeds to the depositor (if any), and        
including either the initial public offering price, the                         

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discounts and commissions to the Underwriters and any discounts or commissions  
allowed or reallowed to certain dealers, or the method by which the prices at   
which the Underwriters will sell the Securities will be determined.             

The Underwriters may or may not be obligated to purchase all of the       
Securities of a series described in the prospectus supplement with respect to   
the series if any Securities are purchased. The Securities may be acquired by   
the Underwriters for their own account and may be resold from time to time in   
one or more transactions, including negotiated transactions, at a fixed public  
offering price or at varying prices determined at the time of sale.             

If so indicated in the prospectus supplement, the depositor will authorize
Underwriters or other persons acting as the depositor's agents to solicit       
offers by certain institutions to purchase the Securities from the depositor    
pursuant to contracts providing for payment and delivery on a future date.      
Institutions with which these contracts may be made include commercial and      
savings banks, insurance companies, pension funds, investment companies,        
educational and charitable institutions and others, but in all cases these      
institutions must be approved by the depositor. The obligation of any           
purchaser under the contract will be subject to the condition that the          
purchase of the offered Securities will not at the time of delivery be          
prohibited under the laws of the jurisdiction to which the purchaser is         
subject. The Underwriters and any other agents will not have any                
responsibility in respect of the validity or performance of the contracts.      

The depositor may also sell the Securities offered hereby and by means of 
the prospectus supplements from time to time in negotiated transactions or      
otherwise, at prices determined at the time of sale. The depositor may effect   
the transactions by selling Securities to or through dealers and the dealers    
may receive compensation in the form of underwriting discounts, concessions or  
commissions from the depositor and any purchasers of Securities for whom they   
may act as agents.                                                              

 The place and time of delivery for each series of Securities offered hereby
and by means of the prospectus supplement will be set forth in the prospectus   
supplement with respect to the series.                                          

In the ordinary course of business, Lehman Brothers Inc. or other         
Underwriters, or their respective affiliates, may engage in various securities  
and financing transactions, including loans or repurchase agreements to         
provide interim financing of mortgage loans pending the sale of the mortgage    
loans or interests therein, including the Securities.                           

If any series of Securities includes another series or class of Securities
offered hereby as Private Mortgage-Backed Securities, the prospectus            
supplement for such series will identify the underwriters of those Private      
Mortgage-Backed Securities as underwriters of such series and will describe     
the plan of distribution for those Private Mortgage-Backed Securities. The      
prospectus for those Private Mortgage-Backed Securities will be delivered       
simultaneously with the delivery of the prospectus relating to the series in    
which they are included.                                                        

ADDITIONAL INFORMATION

The depositor has filed with the Securities and Exchange Commission (the  
"Commission") a Registration Statement under the Securities Act of 1933, as     
amended, with respect to the Securities. This prospectus, which forms a part    
of the Registration Statement, omits certain information contained in the       
Registration Statement pursuant to the Rules and Regulations of the             
Commission. The Registration Statement and the exhibits thereto can be          
inspected and copied at the public reference facilities maintained by the       
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.                   

Copies of these materials can also be obtained from the Public Reference  
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at   
prescribed rates. The Commission also maintains a site on the World Wide Web    
at "http://www.sec.gov" at which users can view and download copies of          
reports, proxy and information statements and other information filed           
electronically through the Electronic Data Gathering, Analysis and Retrieval    
("EDGAR") system. The Seller has filed the Registration Statement, including    
all exhibits thereto, through the EDGAR system and therefore these materials    
should be available by logging onto the Commission's Web site. The Commission   
maintains computer terminals providing access to the EDGAR system at each of    
the offices referred to above.                                                  

 Copies of the most recent Fannie Mae Prospectus for Fannie Mae certificates
and Fannie Mae's annual report and quarterly financial statements as well as    
other financial information are available from the Director of Investor         
Relations of Fannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C. 20016    
((202) 752-7115). Fannie Mae also maintains a site on the World Wide Web at     
http:///www.fanniemae.com at which users can view certain information,          
including Fannie Mae Prospectuses. The depositor did not participate in the     
preparation of Fannie Mae's Prospectus or its annual or                         

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quarterly reports or other financial information and, accordingly, makes no     
representation as to the accuracy or completeness of the information set forth  
therein.                                                                        

 Copies of the most recent Offering Circular for Freddie Mac certificates as
well as Freddie Mac's most recent Information Statement and Information         
Statement Supplement and any quarterly report made available by Freddie Mac     
can be obtained by writing or calling the Investor Inquiry department of        
Freddie Mac at 1551 Park Run Drive, Mailstop D5B, McLean, Virginia 22102-3110   
(outside Washington, D.C. metropolitan area, telephone (800) 336-3672; within   
Washington, D.C. metropolitan area, telephone (571) 382-4000). Freddie Mac      
also maintains a site on the World Wide Web at http:///www.freddiemac.com at    
which users can view certain information, including Freddie Mac Offering        
Circulars. The depositor did not participate in the preparation of Freddie      
Mac's Offering Circular, Information Statement or any supplement thereto or     
any quarterly report thereof and, accordingly, makes no representations as to   
the accuracy or completeness of the information set forth therein.              

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

All documents filed by or on behalf of the trust fund referred to in the  
accompanying prospectus supplement with the Commission pursuant to              
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as    
amended (the "Exchange Act"), after the date of this prospectus and prior to    
the termination of any offering of the Securities issued by the trust fund      
will be incorporated by reference in this prospectus and will be deemed to be   
a part of this prospectus from the date of the filing of the documents. Any     
statement contained in a document incorporated or deemed to be incorporated by  
reference herein will be deemed to be modified or superseded for all purposes   
of this prospectus to the extent that a statement contained herein (or in the   
accompanying prospectus supplement) or in any other subsequently filed          
document that also is or is deemed to be incorporated by reference modifies or  
replaces the statement. Any statement so modified or superseded will not be     
deemed, except as so modified or superseded, to constitute a part of this       
prospectus.                                                                     

 The trustee on behalf of any trust fund will provide without charge to each
person to whom this prospectus is delivered, on the written or oral request of  
that person, a copy of any or all of the documents referred to above that have  
been or may be incorporated by reference in this prospectus (not including      
exhibits to the information that is incorporated by reference unless the        
exhibits are specifically incorporated by reference into the information that   
this prospectus incorporates). Requests should be directed to the Corporate     
Trust Office of the trustee specified in the accompanying prospectus            
supplement.                                                                     

REPORTS TO SECURITYHOLDERS

Periodic and annual reports concerning the related trust fund are required
under the Agreements to be forwarded to securityholders. Unless otherwise       
specified in the prospectus supplement, the reports will not be examined and    
reported on by an independent public accountant. See "The Agreements--Reports   
to Securityholders."                                                            

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INDEX OF PRINCIPAL TERMS

                                                                [Download Table]

DEFINED TERM                                                                PAGE
------------                                                                ----
                                                                                
1986 Act ................................................................    110
accrual class ...........................................................    111
ADA .....................................................................    104
Adjustable Rate Mortgages ...............................................     48
AFR .....................................................................    108
Agency Certificates .....................................................     39
Aggregate Asset Principal Balance .......................................     27
Agreements ..............................................................     80
Allowable Interest Rate .................................................    133
Allowable Notional Amount ...............................................    133
Appraised Value .........................................................     48
ARMs ....................................................................     48
Asset Conservation Act ..................................................    100
Asset Group .............................................................     25
Asset Principal Balance .................................................     27
Assistance Loans ........................................................     38
bankruptcy bond .........................................................     80
Bankruptcy Code .........................................................     71
Beneficial Owner ........................................................     30
Bi-Weekly Loans .........................................................     46
Book-Entry Securities ...................................................     25
Business Day ............................................................     89
Buydown .................................................................     77
Buy-Down Amounts ........................................................     48
Buy-Down Fund ...........................................................     62
Buy-Down Loans ..........................................................     48
Buy-Down Mortgage Rate ..................................................     48
Buy-Down Period .........................................................     48
Cash Program ............................................................     42
CERCLA ..................................................................     54
Certificateholders ......................................................     32
Certificates ............................................................     25
Clearstream .............................................................     30
Code ....................................................................    108
Collection Account ......................................................     60
Commission ..............................................................    138
Company Counsel .........................................................    108
Compound Interest Securities ............................................     25
Compound Value ..........................................................     27
Condominium .............................................................     46
Condominium Association .................................................     58
Condominium Building ....................................................     58
Condominium Loans .......................................................     46
Condominium Unit ........................................................     46
constant yield election .................................................    114
Conventional Loans ......................................................     41
Cooperative Corporation .................................................     31
Cooperative Dwellings ...................................................     46
Cooperative Loans .......................................................     46
Cooperatives ............................................................     46
Covered Trust ...........................................................     70
CPR .....................................................................     35
CSSF ....................................................................     31
Cut-off Date ............................................................     38
Debt Securities .........................................................    110
Deferred Interest .......................................................     36

                                                                [Download Table]

DEFINED TERM                                                                PAGE
------------                                                                ----
                                                                                
Definitive Securities ...................................................     25
Deleted Loan ............................................................     83
Designated Transaction ..................................................    132
Distribution Account ....................................................     88
DOL .....................................................................    131
DOL Pre-Funding Period ..................................................    134
DOL Regulations .........................................................    131
DTC .....................................................................     30
Due Date ................................................................     63
EDGAR ...................................................................    138
Eligible Investments ....................................................     85
Eligible Reserve Fund Investments .......................................     85
Environmental Policies ..................................................     65
ERISA ...................................................................    131
Escrow Accounts .........................................................     60
Euroclear ...............................................................     30
Euroclear Operator ......................................................     31
European Depositaries ...................................................     31
Exchange Act ............................................................    139
Excluded Plan ...........................................................    135
Exemption ...............................................................    132
Expense Reserve Fund ....................................................     89
EYS Agreement ...........................................................    134
Fannie Mae ..............................................................     42
FHA .....................................................................     40
FHA Loans ...............................................................     46
FHA/VA Claim Proceeds ...................................................     75
Financial Intermediary ..................................................     32
Fitch ...................................................................    132
Floating Rate Securities ................................................     25
Foreign Person ..........................................................    108
Freddie Mac .............................................................     43
Freddie Mac Act .........................................................     43
FSLIC ...................................................................     49
Garn-St. Germain Act ....................................................    101
GEM Loans ...............................................................     46
Ginnie Mae ..............................................................     40
Ginnie Mae Servicers ....................................................     39
GPM Fund ................................................................     63
GPM Loans ...............................................................     46
Grantor Trust ...........................................................    110
Grantor Trust Certificates ..............................................    110
Guarantor Program .......................................................     42
Guaranty Agreement ......................................................     39
hazardous substances ....................................................    100
Home Equity Loans .......................................................     47
Housing Act .............................................................     40
HUD .....................................................................     44
Index ...................................................................     49
Indirect Participants ...................................................     30
Insurance Policies ......................................................     45
Insured Loss ............................................................     73
Interest Rate ...........................................................     26
Interest Weighted Securities ............................................     25
IRS .....................................................................    108
L/C Bank ................................................................     72

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DEFINED TERM                                                                PAGE
------------                                                                ----
                                                                                
L/C Percentage ..........................................................     72
lease ...................................................................    103
lessee ..................................................................    103
Leveraged ...............................................................    133
Lifetime Mortgage Rate Cap ..............................................     49
Liquidation Proceeds ....................................................     60
Loans ...................................................................     39
Loan-to-Value Ratio .....................................................     48
Manufactured Home .......................................................     51
Manufactured Home Loan Schedule .........................................     82
Manufactured Home Loans .................................................     51
market discount bond ....................................................    113
Maximum Mortgage Rate Adjustment ........................................     49
Minimum Mortgage Rate ...................................................     49
Minimum Principal Distribution Amount ...................................     27
Mixed Use Mortgage Loans ................................................     52
Moody's .................................................................    132
Mortgage Certificate Schedule ...........................................     81
Mortgage Loan Schedule ..................................................     82
Mortgage Loans ..........................................................     46
Mortgage Rates ..........................................................     36
Mortgaged Property ......................................................     37
Multi-Class Series ......................................................     26
Multifamily Mortgage Loans ..............................................     52
Multifamily Properties ..................................................     36
NCUA ....................................................................    136
Negatively Amortizing ARMs ..............................................     49
No-Bid ..................................................................     77
non-pro rata security ...................................................    114
Noteholders .............................................................     32
Notes ...................................................................     25
Offered Securities ......................................................     25
OID .....................................................................    111
OID Regulations .........................................................    110
outside reserve fund ....................................................    109
PAC Method ..............................................................    111
PACs ....................................................................     25
Participants ............................................................     30
Participation Agreement .................................................     39
Participation Certificate Schedule ......................................     83
Participation Certificates ..............................................     83
Parties in Interest .....................................................    131
Partner Certificates ....................................................    110
PC Pool .................................................................     42
Percentage Interest .....................................................     26
Planned Amortization Certificates .......................................     25
Plans ...................................................................    131
PMBS Agreement ..........................................................     44
PMBS Issuer .............................................................     44
PMBS Servicer ...........................................................     44
PMBS Trustee ............................................................     44
Policy Statement ........................................................    136
Pre-Funding Account .....................................................     54
Pre-Funding Arrangement .................................................     54
Primary Assets ..........................................................     38
Principal Distribution Amount ...........................................     27
Principal Weighted Securities ...........................................     25

                                                                [Download Table]

DEFINED TERM                                                                PAGE
------------                                                                ----
                                                                                
Private Mortgage-Backed Securities ......................................     38
PTCE ....................................................................    133
PTE .....................................................................    131
QPAM ....................................................................    133
Qualified Insurer .......................................................     65
Qualified Stated Interest ...............................................    111
Qualifying Substitute Mortgage Loan .....................................     83
Rating Agency ...........................................................     27
RCRA ....................................................................    100
REIT ....................................................................    108
Relevant Depositary .....................................................     31
REMIC regular certificate ...............................................    109
REMIC residual certificate ..............................................    109
REMICs ..................................................................    108
REO Property ............................................................     90
Residual Owner ..........................................................    109
Retained Interest .......................................................     38
Reverse Mortgage Loans ..................................................     46
Rules ...................................................................     32
S&P .....................................................................    132
SBJPA of 1996 ...........................................................    129
Scheduled Payment .......................................................     36
Scheduled Principal .....................................................     42
Securities ..............................................................     25
Security Owner ..........................................................    108
Seller ..................................................................     82
Senior Securities .......................................................     27
Servicing Account .......................................................     61
Servicing Agreements ....................................................     59
Single Family Property ..................................................     41
SMMEA ...................................................................    136
SPA .....................................................................     35
Standard Certificates ...................................................    124
Stapled Securities ......................................................    108
Stripped Bond Rules .....................................................    124
Stripped Certificates ...................................................    124
Subordinate Securities ..................................................     25
Subordinated Amount .....................................................     70
Subordination Reserve Fund ..............................................     71
Subsequent Primary Assets ...............................................     54
Subservicers ............................................................     59
Subsidy Fund ............................................................     62
super-premium class .....................................................    111
Swap ....................................................................    133
Swap Agreement ..........................................................    133
Terms and Conditions ....................................................     31
Tiered REMICs ...........................................................    129
Title V .................................................................    102
Title VIII ..............................................................    104
U.S. Person .............................................................    108
UCC .....................................................................     96
Underwriters ............................................................    137
VA ......................................................................     40
VA Loans ................................................................     40
withholding agent .......................................................    115

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