Citigroup Mortgage Loan Trust Inc – ‘424B5’ on 9/13/05 re: Citigroup Mortgage Loan Trust Inc., Series 2005-HE3

On:  Tuesday, 9/13/05, at 7:27am ET   ·   Accession #:  1125282-5-4784   ·   File #s:  333-124036, -09

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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus Supplement and Base                       315   1.66M 

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Prospectus Supplement dated September 9, 2005 (to Prospectus dated May 3, 2005) 

$1,425,911,000 (APPROXIMATE)                                                    

ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2005-HE3                         

CITIGROUP MORTGAGE LOAN TRUST INC.                                              
DEPOSITOR                                                                       

COUNTRYWIDE HOME LOANS SERVICING LP                                             
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION                                       
HOMEQ SERVICING CORPORATION                                                     
SERVICERS                                                                       

CITIBANK, N.A.                                                                  
TRUST ADMINISTRATOR                                                             

--------------------------------------------------------------------------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-11 IN THIS   
PROSPECTUS SUPPLEMENT AND PAGE 5 IN THE PROSPECTUS.                             

This prospectus supplement may be used to offer and sell the offered            
certificates only if accompanied by the prospectus.                             
--------------------------------------------------------------------------------

OFFERED CERTIFICATES       The trust created for the Series 2005-HE3            
                          certificates will hold a pool of one- to four-family
                           residential first lien and second lien fixed-rate and
                        adjustable-rate mortgage loans. The mortgage loans
                           will be segregated into two groups, one consisting of
                         mortgage loans with principal balances that conform
                      to Freddie Mac loan limits and one consisting of
                        mortgage loans with principal balances that may or
                           may not conform to Freddie Mac loan limits. The trust
                         will issue fifteen classes of offered certificates.
                         You can find a list of these classes, together with
                      their initial certificate principal balances and
                        pass-through rates, on page S-4 of this prospectus
                    supplement. Credit enhancement for the offered
                         certificates will be provided in the form of excess
                        interest, subordination and overcollateralization.

UNDERWRITING               Citigroup Global Markets Inc., as underwriter, will  
                     offer to the public the offered certificates at
                          varying prices to be determined at the time of sale.
                        The proceeds to the depositor from the sale of the
                           offered certificates, before deducting expenses, will
                      be approximately 99.75% of the aggregate initial
                  certificate principal balance of the offered
                 certificates. See "Method of Distribution."

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED
THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

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.        

 CITIGROUP

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT. WE HAVE NOT 
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.                    

We provide information to you about the offered certificates in two separate    
documents that progressively provide more detail:                               

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

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

Citigroup Mortgage Loan Trust Inc.'s principal offices are located at 390       
Greenwich Street, 4th Floor, New York, New York 10013 and its phone number is   
(212) 816-6000, Attention: Mortgage Finance.                                    

 TABLE OF CONTENTS

 PROSPECTUS SUPPLEMENT

SUMMARY OF PROSPECTUS SUPPLEMENT.............................................S-3
RISK FACTORS................................................................S-11
USE OF PROCEEDS.............................................................S-21
THE MORTGAGE POOL...........................................................S-21
THE ORIGINATORS.............................................................S-27
YIELD ON THE CERTIFICATES...................................................S-34
DESCRIPTION OF THE CERTIFICATES.............................................S-48
THE SERVICERS...............................................................S-76
POOLING AND SERVICING AGREEMENT.............................................S-80
FEDERAL INCOME TAX CONSEQUENCES.............................................S-84
METHOD OF DISTRIBUTION......................................................S-86
SECONDARY MARKET............................................................S-87
LEGAL OPINIONS..............................................................S-87
RATINGS.....................................................................S-87
LEGAL INVESTMENT............................................................S-88
CONSIDERATIONS FOR BENEFIT PLAN INVESTORS...................................S-88
ANNEX I......................................................................I-1
ANNEX II....................................................................II-1
ANNEX III..................................................................III-1

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SUMMARY OF PROSPECTUS SUPPLEMENT

    THE FOLLOWING SUMMARY IS A VERY BROAD OVERVIEW OF THE CERTIFICATES
OFFERED BY THIS PROSPECTUS SUPPLEMENT AND DOES NOT CONTAIN ALL OF THE           
INFORMATION THAT YOU SHOULD CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO     
UNDERSTAND ALL OF THE TERMS OF THE OFFERED CERTIFICATES, CAREFULLY READ THIS    
ENTIRE PROSPECTUS SUPPLEMENT AND THE ENTIRE ACCOMPANYING PROSPECTUS.            

                                                        [Enlarge/Download Table]
                                                                                                                       
Title of Series................................ Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through          
                                                Certificates, Series 2005-HE3.                                         

Cut-off Date................................... September 1, 2005.                                                     

Closing Date................................... On or about September 13, 2005.                                        

Depositor...................................... Citigroup Mortgage Loan Trust Inc., a Delaware corporation and an      
                                                affiliate of Citigroup Global Markets Inc. The depositor will deposit  
                                                the mortgage loans into the trust. See "The Depositor" in the          
                                                prospectus.                                                            

Originators.................................... WMC Mortgage Corp., a California corporation (referred to in this      
                                                prospectus supplement as WMC), MortgageIT, Inc., a New York corporation
                                                (referred to in this prospectus supplement as MortgageIT), First       
                                                Horizon Home Loan Corporation Inc., a Kansas corporation (referred to  
                                                in this prospectus supplement as First Horizon), Accredited Home       
                                                Lenders, Inc., a California corporation (referred to in this prospectus
                                                supplement as Accredited) and Impac Funding Corporation, a California  
                                                corporation (referred to in this prospectus supplement as Impac). See  
                                                "The Originators" in this prospectus supplement.                       

Servicers...................................... Countrywide Home Loans Servicing LP, a Texas limited partnership       
                                                (referred to in this prospectus supplement as Countrywide Servicing),  
                                                JPMorgan Chase Bank, National Association, a national banking          
                                                association (referred to in this prospectus supplement as JPMorgan) and
                                                HomEq Servicing Corporation, a New Jersey corporation (referred to in  
                                                this prospectus supplement as HomEq). Each of the servicers will       
                                                service certain of the mortgage loans in the mortgage pool. Countrywide
                                                Servicing will service mortgage loans that were originated by WMC,     
                                                MortgageIT and Impac (such mortgage loans referred to in this          
                                                prospectus supplement as the Countrywide Mortgage Loans). JPMorgan will
                                                service mortgage loans that were originated by MortgageIT, First       
                                                Horizon and Accredited (such mortgage loans referred to in this        
                                                prospectus supplement as the JPMorgan Mortgage Loans). HomEq will      
                                                service mortgage loans that were originated by MortgageIT (such        
                                                mortgage loans referred to in this prospectus supplement as the HomEq  
                                                Mortgage Loans). Any obligation specified to be performed by the master
                                                servicer in the prospectus will be, with respect to the servicing of   
                                                the mortgage loans, an obligation to be performed by the related       
                                                servicer pursuant to                                                   

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                                                        [Enlarge/Download Table]
                                                                                                                       
                                                the pooling and servicing agreement, as described herein. See "The     
                                                Servicers" in this prospectus supplement.                              

Seller......................................... Citigroup Global Markets Realty Corp., a New York corporation and an   
                                                affiliate of Citigroup Global Markets Inc. The seller will sell the    
                                                mortgage loans to the depositor.                                       

Trust Administrator............................ Citibank N.A., a national banking association and an affiliate of      
                                                Citigroup Global Markets Inc. See "Pooling and Servicing Agreement--The
                                                Trust Administrator" in this prospectus supplement.                    

Trustee........................................ U.S. Bank National Association, a national banking association. See    
                                                "Pooling and Servicing Agreement--The Trustee" in this prospectus      
                                                supplement.                                                            

Credit Risk Manager............................ The Murrayhill Company, a Colorado corporation. See "Pooling and       
                                                Servicing Agreement--The Credit Risk Oversight Advisor" in this        
                                                prospectus supplement.                                                 

Distribution Dates............................. Distributions on the certificates will be made on the 25th day of each 
                                                month, or, if that day is not a business day, on the next succeeding   
                                                business day, beginning in October 2005.                               

Offered Certificates........................... Only the certificates listed in the immediately following table are    
                                                being offered by this prospectus supplement. Each class of offered     
                                                certificates will have the initial certificate principal balance and   
                                                pass-through rate set forth or described in the immediately following  
                                                table.                                                                 

                                                        [Enlarge/Download Table]


====================================================================================================================
                   INITIAL CERTIFICATE                                      INITIAL CERTIFICATE                     
      CLASS        PRINCIPAL BALANCE(1)  PASS-THROUGH RATE     CLASS       PRINCIPAL BALANCE(1)   PASS-THROUGH RATE 
      -----        --------------------  -----------------     -----       --------------------   ----------------- 
                                                                                                                    
A-1............        $ 380,972,000        Variable(2)    M-4...........      $ 25,237,000          Variable(2)    
A-2A...........        $ 334,426,000        Variable(2)    M-5...........      $ 24,495,000          Variable(2)    
A-2B...........        $ 211,964,000        Variable(2)    M-6...........      $ 22,269,000          Variable(2)    
A-2C...........        $ 127,624,000        Variable(2)    M-7...........      $ 22,268,000          Variable(2)    
A-2D...........        $  88,118,000        Variable(2)    M-8...........      $ 17,815,000          Variable(2)    
M-1............        $  55,671,000        Variable(2)    M-9...........      $ 14,103,000          Variable(2)    
M-2............        $  51,959,000        Variable(2)    M-10..........      $ 14,103,000          Variable(2)    
M-3............        $  34,887,000                                                                                
====================================================================================================================

---------------                                                                 
(1)  Approximate. Subject to a variance of + 5%                                 
(2)  The pass-through rate on this class is based on one-month LIBOR plus an    
   applicable certificate margin, subject to a rate cap as described in this
    prospectus supplement under "Description of the Certificates--Pass-Through
Rates."                                                               

THE TRUST                                                                       

The depositor will establish a trust with respect to the certificates pursuant  
to a pooling and servicing agreement, dated as of the cut-off date, among the   
depositor, the servicers, the trust administrator and the trustee. There will be
twenty-three classes of certificates representing beneficial interests in the   
trust. See "Description of the Certificates" in this prospectus supplement.     

The certificates will represent in the aggregate the entire beneficial ownership
interest in the trust. Distributions of interest and principal on the           
certificates will be made only from payments received in connection with the    
mortgage loans.                                                                 

THE MORTGAGE LOANS                                                              

References to percentages of the mortgage loans or weighted averages with       
respect to the mortgage loans under this section are calculated based on the    

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aggregate principal balance of the mortgage loans, or of the indicated subset   
thereof, as of the cut-off date. Prior to the issuance of the certificates,     
mortgage loans may be removed from the mortgage pool as a result of incomplete  
documentation or otherwise if the depositor deems such removal necessary or     
desirable. A limited number of other mortgage loans may be included in the      
mortgage pool prior to the issuance of the certificates unless including such   
mortgage loans would materially alter the characteristics of the mortgage loans 
in the mortgage pool as described in this prospectus supplement.                

The trust will contain 7,972 conventional, one- to four-family, fixed-rate and  
adjustable-rate mortgage loans secured by first or second liens on residential  
real properties. The mortgage loans have an aggregate principal balance of      
approximately $1,484,551,799 as of the cut-off date, after application of       
scheduled payments due on or before the cut-off date whether or not received and
subject to a permitted variance of plus or minus 5%.                            

The mortgage loans will be divided into two loan groups, loan group I and loan  
group II. Loan group I will consist of fixed-rate and adjustable-rate mortgage  
loans with principal balances that conform to Freddie Mac loan limits. Loan     
group II will consist of fixed-rate and adjustable-rate mortgage loans with     
principal balances that may or may not conform to Freddie Mac loan limits. IN   
ADDITION, CERTAIN OF THE CONFORMING BALANCE MORTGAGE LOANS INCLUDED IN LOAN     
GROUP II MIGHT OTHERWISE HAVE BEEN INCLUDED IN LOAN GROUP I, BUT WERE EXCLUDED  
FROM LOAN GROUP I BECAUSE THEY DID NOT MEET FREDDIE MAC CRITERIA (INCLUDING     
PUBLISHED GUIDELINES) FOR FACTORS OTHER THAN PRINCIPAL BALANCE. The mortgage    
loans in loan group I are referred to in this prospectus supplement as the Group
I Mortgage Loans. The mortgage loans in loan group II are referred to in this   
prospectus supplement as the Group II Mortgage Loans.                           

The Group I Mortgage Loans will consist of 2,942 mortgage loans having an       
aggregate principal balance as of the cut-off date of approximately             
$494,768,852, after application of scheduled payments due on or before the      
cut-off date whether or not received and subject to a permitted variance of plus
or minus 5%.                                                                    

The Group II Mortgage Loans will consist of 5,030 mortgage loans having an      
aggregate principal balance as of the cut-off date of approximately             
$989,782,946, after application of scheduled payments due on or before the      
cut-off date whether or not received and subject to a permitted variance of plus
or minus 5%.                                                                    

The mortgage loans have the following approximate characteristics as of the     
cut-off date:                                                                   

Adjustable-rate mortgage loans:  81.53%                                         

Fixed-rate mortgage loans:       18.47%                                         

Interest only mortgage loans:    26.52%                                         

Second lien mortgage loans:      8.97%                                          

Range of mortgage rates:         4.250%  - 13.599%                              

Weighted average mortgage rate:  7.191%                                         

Range of gross margins of the                                                   
adjustable-rate mortgage loans:  1.000%  - 12.099%                              

Weighted average gross margin                                                   
of the adjustable-rate                                                          
mortgage loans:                  6.219%                                         

Range of minimum mortgage                                                       
rates of the adjustable-rate                                                    
mortgage loans:                  2.000%  - 13.599%                              

Weighted average minimum                                                        
mortgage rate of the                                                            
adjustable-rate mortgage loans:  6.857%                                         

Range of maximum mortgage                                                       
rates of the adjustable-rate                                                    
mortgage loans:                  10.250% - 20.599%                              

Weighed average maximum                                                         
mortgage rate of the                                                            
adjustable-rate mortgage loans:  13.394%                                        

Weighted average next                                                           
adjustment date of the                                                          
adjustable-rate mortgage loans:  August 2007                                    

Weighed average remaining term                                                  
to stated maturity:              339 months                                     

Range of principal balances:     $12,497 - $1,300,000                           

Average principal balance:       $186,221                                       

Range of combined loan-                                                         
to-value ratios:                 9.00%  - 100.00%                               

Weighted average combined                                                       
loan-to-value ratio:             91.10%                                         

Balloon loans:                   28.54%                                         

Geographic concentrations in                                                    
excess of 5%:                                                                   

California:             46.12%                                
Florida:                6.04%                                 
New York:               5.83%                                 

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The Group I Mortgage Loans have the following approximate characteristics as of 
the cut-off date:                                                               

Adjustable-rate Group I                                                         
Mortgage Loans:                  83.82%                                         

Fixed-rate Group I Mortgage                                                     
Loans:                           16.18%                                         

Interest only Group I Mortgage                                                  
Loans:                           26.96%                                         

Second lien Group I Mortgage                                                    
Loans:                           9.85%                                          

Range of mortgage rates:         4.375%  - 12.875%                              

Weighted average mortgage rate:  7.215%                                         

Range of gross margins of the                                                   
adjustable-rate Group I                                                         
Mortgage Loans:                  2.000% - 9.500%                                

Weighted average gross margin                                                   
of the adjustable-rate Group I                                                  
Mortgage Loans:                  6.204%                                         

Range of minimum mortgage                                                       
rates of the adjustable-rate                                                    
Group I Mortgage Loans:          2.000% - 11.450%                               

Weighted average minimum                                                        
mortgage rate of the                                                            
adjustable-rate Group I                                                         
Mortgage Loans:                  6.799%                                         

Range of maximum mortgage                                                       
rates of the adjustable-rate                                                    
Group I Mortgage Loans:          10.250% - 18.450%                              

Weighed average maximum                                                         
mortgage rate of the                                                            
adjustable-rate Group I                                                         
Mortgage Loans:                  13.346%                                        

Weighted average next                                                           
adjustment date of the                                                          
adjustable-rate Group I                                                         
Mortgage Loans:                  July 2007                                      

Weighed average remaining term                                                  
to stated maturity:              338 months                                     

Range of principal balances:     $13,476 - $645,625                             

Average principal balance:       $168,174                                       

Range of combined loan-                                                         
to-value ratios:                 14.80% - 100.00%                               

Weighted average combined                                                       
loan-to-value ratio:             94.06%                                         

Balloon loans:                   29.02%                                         

Geographic concentrations in                                                    
excess of 5%:                                                                   

California:             39.30%                                
Florida:                7.91%                                 
New York:               6.21%                                 

The Group II Mortgage Loans have the following approximate characteristics as of
the cut-off date:                                                               

Adjustable-rate Group II                                                        
Mortgage Loans:                  80.38%                                         

Fixed-rate Group II Mortgage                                                    
Loans:                           19.62%                                         

Interest only Group II                                                          
Mortgage Loans:                  26.31%                                         

Second lien Group II Mortgage                                                   
Loans:                           8.53%                                          

Range of mortgage rates:         4.250%  - 13.599%                              

Weighted average mortgage rate:  7.179%                                         

Range of gross margins of the                                                   
adjustable-rate Group II                                                        
Mortgage Loans:                  1.000%  - 12.099%                              

Weighted average gross margin                                                   
of the adjustable-rate Group                                                    
II Mortgage Loans:               6.226%                                         

Range of minimum mortgage                                                       
rates of the adjustable-rate                                                    
Group II Mortgage Loans:         2.000% - 13.599%                               

Weighted average minimum                                                        
mortgage rate of the                                                            
adjustable-rate Group II                                                        
Mortgage Loans:                  6.888%                                         

Range of maximum mortgage                                                       
rates of the adjustable-rate                                                    
Group II Mortgage Loans:         10.750% - 20.599%                              

Weighed average maximum                                                         
mortgage rate of the                                                            
adjustable-rate Group II                                                        
Mortgage Loans:                  13.418%                                        

Weighted average next                                                           
adjustment date of the                                                          
adjustable-rate Group II                                                        
Mortgage Loans:                  September 2007                                 

Weighed average remaining term                                                  
to stated maturity:              340 months                                     

Range of principal balances:     $12,497 - $1,300,000                           

Average principal balance:       $196,776                                       

Range of combined loan-                                                         
to-value ratios:                 9.00% - 100.00%                                

Weighted average combined                                                       
loan-to-value ratio:             89.61%                                         

Balloon loans:                   28.30%                                         

Geographic concentrations in                                                    
excess of 5%:                                                                   

California:             49.53%                                
New York:               5.64%                                 
Florida:                5.10%                                 

For additional information regarding the mortgage loans, see "The Mortgage Pool"
in this prospectus supplement.                                                  

THE CERTIFICATES                                                                

Each class of certificates will have different characteristics, some of which   
are reflected in the following general designations.                            

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Class A Certificates                                                            

Class A-1 Certificates, Class A-2A Certificates, Class A-2B Certificates, Class 
A-2C Certificates and Class A-2D Certificates.                                  

Group I Certificates                                                            

Class A-1 Certificates.                                                         

Group II Certificates                                                           

Class A-2A Certificates, Class A-2B Certificates, Class A-2C Certificates and   
Class A-2D Certificates.                                                        

Mezzanine Certificates                                                          

Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class   
M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7     
Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10        
Certificates, Class M-11 Certificates, Class M-12 Certificates and Class M-13   
Certificates.                                                                   

Floating Rate Certificates                                                      

Class A Certificates and Mezzanine Certificates.                                

Subordinate Certificates                                                        

Mezzanine Certificates and Class CE Certificates.                               

Residual Certificates                                                           

Class R and Class R-X Certificates.                                             

The pass-through rate for the Floating Rate Certificates will be a per annum    
rate based on one-month LIBOR plus an applicable margin set forth below, in each
case, subject to the Net WAC Pass-Through Rate as described under "Description  
of the Certificates--Pass-Through Rates" in this prospectus supplement.         

MARGIN              
---------------------------               
CLASS             (1)                  (2)                                
-----             ---                  ---                                
A-1            0.240%               0.480%                              
A-2A            0.110%               0.220%                               
A-2B            0.150%               0.300%                               
A-2C            0.260%               0.520%                               
A-2D            0.360%               0.720%                               
M-1            0.460%               0.690%                              
M-2            0.480%               0.720%                              
M-3            0.490%               0.735%                              
M-4            0.600%               0.900%                              
M-5            0.620%               0.930%                              
M-6            0.660%               0.990%                              
M-7            1.150%               1.725%                              
M-8            1.300%               1.950%                              
M-9            1.750%               2.625%                              
M-10            2.500%               3.750%                               
M-11            2.500%               3.750%                               
M-12            2.000%               3.000%                               
M-13            2.000%               3.000%                               
----------                                                                      
(1)  For the interest accrual period for each distribution date through and     
including the first distribution date on which the aggregate principal
    balance of the mortgage loans remaining in the mortgage pool is reduced to
   less than 10% of the aggregate principal balance of the mortgage loans as
of the cut-off date.                                                  
(2)  For each interest accrual period thereafter.                               

The offered certificates will be sold by the depositor to Citigroup Global      
Markets Inc., the underwriter, on the closing date.                             

The Class A Certificates and the Mezzanine Certificates will initially be       
represented by one or more global certificates registered in the name of Cede & 
Co., as a nominee of The Depository Trust Company in minimum denominations of   
$100,000 and integral multiples of $1.00 in excess of those minimum             
denominations. See "Description of the Certificates--Registration of the        
Book-Entry Certificates" in this prospectus supplement.                         

The Class M-11 Certificates, the Class M-12 Certificates, the Class M-13        
Certificates, the Class CE Certificates, the Class P Certificates, the Class X  
Certificates and the Residual Certificates are not offered by this prospectus   
supplement. Information about these classes of certificates is included in this 
prospectus supplement solely to facilitate an understanding of the offered      
certificates.                                                                   

CLASS M-11 CERTIFICATES. The Class M-11 Certificates will have an initial       
certificate principal balance of $12,619,000. The Class M-11                    

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Certificates will be sold by the depositor to Citigroup Global Markets Inc. on  
the closing date.                                                               

CLASS M-12 CERTIFICATES. The Class M-12 Certificates will have an initial       
certificate principal balance of $20,041,000. The Class M-12 Certificates will  
be sold by the depositor to Citigroup Global Markets Inc. on the closing date.  

CLASS M-13 CERTIFICATES. The Class M-13 Certificates will have an initial       
certificate principal balance of $5,197,000. The Class M-13 Certificates will be
sold by the depositor to Citigroup Global Markets Inc. on the closing date.     

CLASS CE CERTIFICATES. The Class CE Certificates will have an initial           
certificate principal balance of approximately $20,783,599, which is            
approximately equal to the initial overcollateralization required by the pooling
and servicing agreement. The Class CE Certificates initially evidence an        
interest of approximately 1.40% in the trust. On any distribution date, the     
Class CE Certificates will be entitled to distributions only after all required 
distributions on the Floating Rate Certificates for such distribution date have 
been made. The Class CE Certificates will be sold by the depositor to Citigroup 
Global Markets Inc. on the closing date.                                        

CLASS P CERTIFICATES. The Class P Certificates will have an initial certificate 
principal balance of $100 and will not be entitled to distributions in respect  
of interest. The Class P Certificates will be entitled to all prepayment charges
received in respect of the mortgage loans. The Class P Certificates will be sold
by the depositor to Citigroup Global Markets Inc. on the closing date.          

CLASS X CERTIFICATES. The Class X Certificates will have an initial certificate 
principal balance of $100 and will represent the right to exercise the early    
termination of the certificates subject to the conditions specified in the      
pooling and servicing agreement. See "Pooling and Servicing                     
Agreement--Termination" in this prospectus supplement.                          

RESIDUAL CERTIFICATES. The Residual Certificates will represent the residual    
interests in the trust. The Residual Certificates will be sold by the depositor 
to Citigroup Global Markets Inc. on the closing date                            

CREDIT ENHANCEMENT                                                              

The credit enhancement provided for the benefit of the holders of the Floating  
Rate Certificates will consist of excess interest, subordination and            
overcollateralization, each as described in this section and under "Description 
of the Certificates--Credit Enhancement" in this prospectus supplement.         

EXCESS INTEREST. The mortgage loans bear interest each month which, in the      
aggregate, is expected to exceed the amount needed to distribute monthly        
interest on the Class A Certificates and Mezzanine Certificates and to pay      
certain fees and expenses of the trust. The excess interest, if any, from the   
mortgage loans each month will be available to absorb realized losses on the    
mortgage loans and to maintain or restore overcollateralization at the required 
level.                                                                          

SUBORDINATION. The rights of the holders of the Mezzanine Certificates and the  
Class CE Certificates to receive distributions will be subordinated, to the     
extent described in this prospectus supplement, to the rights of the holders of 
the Class A Certificates.                                                       

In addition, the rights of the holders of Mezzanine Certificates with higher    
numerical class designations to receive distributions will be subordinated to   
the rights of the holders of the Mezzanine Certificates with lower numerical    
class designations, and the rights of the holders of the Class CE Certificates  
to receive distributions will be subordinated to the rights of the holders of   
the Mezzanine Certificates, in each case to the extent described in this        
prospectus supplement.                                                          

Subordination is intended to enhance the likelihood of regular distributions on 
the more senior classes of certificates in respect of interest and principal and
to afford the more senior classes of certificates protection against realized   
losses on the mortgage loans.                                                   

OVERCOLLATERALIZATION. The aggregate principal balance of the mortgage loans as 
of the cut-off date will exceed the aggregate certificate principal balance of  
the Floating Rate Certificates, the Class X Certificates and Class P            
Certificates as of the closing date by approximately $20,783,599. The required  
level of overcollateralization will initially be equal to approximately 1.40% of
the aggregate                                                                   

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principal balance of the mortgage loans as of the cut-off date. We cannot assure
you that sufficient interest will be generated by the mortgage loans to maintain
or restore overcollateralization at the required level.                         

ALLOCATION OF LOSSES. If, on any distribution date, there is not sufficient     
excess interest or overcollateralization to absorb realized losses on the       
mortgage loans as described under "Description of the Certificates--Credit      
Enhancement--Overcollateralization Provisions" in this prospectus supplement,   
then realized losses on the mortgage loans will be allocated to the Mezzanine   
Certificates in reverse order of seniority. The pooling and servicing agreement 
will not permit the allocation of realized losses on the mortgage loans to the  
Class A Certificates, the Class P Certificates or the Class X Certificates;     
however, investors in the Class A Certificates should realize that under certain
scenarios there may not be enough interest and principal on the mortgage loans  
to distribute to the Class A Certificates all interest and principal amounts to 
which these certificates are then entitled. See "Description of the             
Certificates-- Allocation of Losses" in this prospectus supplement.             

Once realized losses are allocated to the Mezzanine Certificates, such realized 
losses will not be reinstated thereafter, except in the case of certain         
subsequent recoveries that occur while such certificates are still outstanding. 
However, the amount of any realized losses allocated to any of the Mezzanine    
Certificates may be paid, without interest, on future distribution dates to the 
holders of such Mezzanine Certificates, if such certificates are then still     
outstanding, on a subordinated basis to the extent funds are available for such 
purpose according to the priorities described under "Description of the         
Certificates--Credit Enhancement--Overcollateralization Provisions" in this     
prospectus supplement.                                                          

CAP CONTRACTS                                                                   

The following certificates will each have the benefit of a related interest rate
cap contract: (i) the Group I Certificates; (ii) the Group II Certificates; and 
(iii) the Mezzanine Certificates. Each of the cap contracts will require the    
counterparty to pay amounts to the trust to the extent one-month LIBOR (as      
defined in the related cap contract) for any related interest accrual period    
exceeds the rate set forth in the related cap contract, but not more than the   
maximum rate set forth in the related cap contract, in an amount equal to such  
excess multiplied by the lesser of (i) the notional amount for such interest    
accrual period set forth in the related cap contract and (ii) the aggregate     
certificate principal balance of the certificates benefited by such cap         
contract. Cap payments, if any, made by the counterparty under the cap contract 
will be deposited in the Net WAC Rate Carryover Reserve Account (as described   
herein) and will be available for distribution on the Floating Rate Certificates
in respect of basis risk shortfall amounts, to the limited extent described in  
this prospectus supplement. See "Description of the Certificates--The Cap       
Contracts" in this prospectus supplement.                                       

P&I ADVANCES                                                                    

Each servicer is required to advance delinquent payments of principal and       
interest on the mortgage loans serviced by it, subject to the limitations       
described under "Description of the Certificates--P&I Advances." The servicers  
are entitled to be reimbursed for these advances, and therefore these advances  
are not a form of credit enhancement. None of the servicers will advance the    
balloon payment with respect to any balloon mortgage loan. In addition, with    
respect to the Countrywide Mortgage Loans, Countrywide Servicing will not make  
any advances with respect to REO Properties. See "Description of the            
Certificates--P&I Advances" in this prospectus supplement and "Description of   
the Securities--Advances in Respect of Delinquencies" in the prospectus.        

OPTIONAL TERMINATION                                                            

At its option, the majority holder of the Class X Certificates or, if such      
majority holder fails to exercise such option, any servicer, may purchase all of
the mortgage loans in the trust, together with any properties in respect of the 
mortgage loans acquired on behalf of the trust, and thereby effect termination  
and early retirement of the certificates, after the aggregate principal balance 
of the mortgage loans and properties acquired in respect of the mortgage loans  
has been reduced to less than 10% of the aggregate principal balance of the     
mortgage loans as of the cut-off date. See                                      

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"Pooling and Servicing Agreement--Termination" in this prospectus supplement and
"Description of the Securities-- Termination" in the prospectus.                

FEDERAL INCOME TAX CONSEQUENCES                                                 

One or more elections will be made to treat the trust (exclusive of the Net WAC 
Rate Carryover Reserve Account and the cap contracts) as one or more real estate
mortgage investment conduits, or REMICs, for federal income tax purposes. See   
"Federal Income Tax Consequences" in this prospectus supplement and in the      
prospectus.                                                                     

RATINGS                                                                         

It is a condition to the issuance of the offered certificates that the offered  
certificates receive not lower than the following ratings from Fitch Ratings, or
Fitch, Moody's Investors Service, Inc., or Moody's, and Standard & Poor's, a    
division of the McGraw-Hill Companies, Inc., or S&P:                            

OFFERED CERTIFICATES    FITCH     MOODY'S      S&P                              
--------------------    -----     -------      ---                              
Class A-1                AAA         Aaa       AAA                              
Class A-2A               AAA         Aaa       AAA                              
Class A-2B               AAA         Aaa       AAA                              
Class A-2C               AAA         Aaa       AAA                              
Class A-2D               AAA         Aaa       AAA                              
Class M-1                AA+        Aa1        AA+                              
Class M-2                AA         Aa2         AA                              
Class M-3                AA         Aa3         AA                              
Class M-4                AA-         A1        AA-                              
Class M-5                A+          A2         A+                              
Class M-6                 A          A3         A                               
Class M-7                A-         Baa1        A-                              
Class M-8               BBB+        Baa2       BBB+                             
Class M-9                BBB        Baa3       BBB                              
Class M-10              BBB-        Ba1        BBB-                             

A security rating does not address the frequency of prepayments on the mortgage 
loans or the corresponding effect on yield to investors. The ratings on the     
offered certificates do not address the likelihood of any recovery of basis risk
shortfalls by holders of such certificates. See "Yield on the Certificates" and 
"Ratings" in this prospectus supplement and "Yield Considerations" in the       
prospectus.                                                                     

LEGAL INVESTMENT                                                                

The offered certificates will not constitute "mortgage related securities" for  
purposes of the Secondary Mortgage Market Enhancement Act of 1984, or SMMEA. See
"Legal Investment" herein and in the prospectus.                                

CONSIDERATIONS FOR BENEFIT PLAN INVESTORS                                       

The U.S. Department of Labor has issued an individual exemption, Prohibited     
Transaction Exemption 91-23, as amended, to Citigroup Global Markets Inc. This  
exemption generally exempts from the application of certain of the prohibited   
transaction provisions of Section 406 of the Employee Retirement Income Security
Act of 1974, as amended, or ERISA, and the excise taxes imposed on such         
prohibited transactions by Section 4975(a) and (b) of the Internal Revenue Code 
of 1986, or the Code, and Section 502(i) of ERISA, transactions relating to the 
purchase, sale and holding of pass-through certificates underwritten by         
Citigroup Global Markets Inc. This exemption generally applies to certificates  
such as the offered certificates, and the servicing and operation of asset pools
such as the mortgage pool, provided that certain conditions are satisfied. See  
"Considerations For Benefit Plan Investors" in this prospectus supplement and in
the prospectus.                                                                 

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RISK FACTORS

   In addition to the matters described elsewhere in this prospectus
supplement and the prospectus, prospective investors should carefully consider  
the following factors before deciding to invest in the offered certificates.    

THE MORTGAGE LOANS WERE UNDERWRITTEN TO STANDARDS WHICH DO NOT CONFORM TO THE   
CREDIT STANDARDS OF FANNIE MAE OR FREDDIE MAC WHICH MAY RESULT IN LOSSES ON THE 
MORTGAGE LOANS.                                                                 

     Each originator's underwriting standards are intended to assess the
value of the mortgaged property and to evaluate the adequacy of the property as 
collateral for the mortgage loan and consider, among other things, a mortgagor's
credit history, repayment ability and debt service-to-income ratio, as well as  
the type and use of the mortgaged property. Each originator provides loans      
primarily to borrowers who do not qualify for loans conforming to Fannie Mae and
Freddie Mac credit guidelines. None of the originator's underwriting standards  
prohibit a mortgagor from obtaining, at the time of origination of such         
originator's first lien, additional financing which is subordinate to that first
lien, which subordinate financing would reduce the equity the mortgagor would   
otherwise have in the related mortgaged property as indicated in such           
originator's loan-to-value ratio determination for such originator's first lien.

      As a result of the originators' underwriting standards, the mortgage
loans in the mortgage pool 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 a more         
traditional manner.                                                             

       Furthermore, changes in the values of mortgaged properties may have a
greater effect on the delinquency, foreclosure, bankruptcy and loss experience  
of the mortgage loans in the mortgage pool than on mortgage loans originated in 
a more traditional manner. No assurance can be given that the values of the     
related mortgaged properties have remained or will remain at the levels in      
effect on the dates of origination of the related mortgage loans. See "The      
Originators" in this prospectus supplement.                                     

MORTGAGE LOANS WITH HIGH LOAN-TO-VALUE RATIOS LEAVE THE RELATED BORROWER WITH   
LITTLE OR NO EQUITY IN THE RELATED MORTGAGED PROPERTY, WHICH MAY RESULT IN      
LOSSES WITH RESPECT TO THESE MORTGAGE LOANS.                                    

     The original loan-to-value ratio of a mortgage loan as described in
this prospectus supplement is the ratio, expressed as a percentage, of the      
principal balance of the mortgage loan at origination over the value of the     
related mortgaged property determined at origination. There can be no assurance 
that the value of a mortgaged property used in the calculation of the           
loan-to-value ratio accurately reflected the actual value of the related        
mortgaged property at origination.                                              

      Approximately 17.57% of the Group I Mortgage Loans and approximately
27.93% of the Group II Mortgage Loans (in each case, by aggregate principal     
balance of the related loan group as of the cut-off date) and approximately     
24.48% of the mortgage loans (by aggregate principal balance of the mortgage    
loans as of the cut-off date) have an original loan-to-value ratio in excess of 
80%. None of the mortgage loans has an original loan-to-value ratio in excess of
approximately 100.00%. Mortgage loans with higher loan-to-value ratios may      
present a greater risk of loss. In addition, an overall decline in the          
residential real estate market, a rise in interest rates over a period of time  
and the general condition of a mortgaged property, as well as other factors, may
have the effect of reducing the value of the related mortgaged property from the
value at the time the mortgage loan was originated. If the value of a mortgaged 
property decreases, the loan-to-value ratio may increase over what it was at the
time the mortgage loan was originated which may reduce the likelihood of        
liquidation or other proceeds being sufficient to satisfy the mortgage loan.    
There can be no assurance that the loan-to-value ratio of any mortgage loan     
determined at any time after origination will be less than or equal to its      
original loan-to-value ratio. See "The Mortgage Pool--General" in this          
prospectus supplement.                                                          

     Furthermore, a mortgagor may have obtained at or around the time of
origination of the related originator's first lien or second lien, or may obtain
at any time thereafter, additional financing which is                           

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subordinate to that lien, which subordinate financing would reduce the equity   
the mortgagor would otherwise have in the related mortgaged property as         
indicated in the originator's loan-to-value ratio determination for such        
originator's first or second lien.                                              

THERE ARE RISKS ASSOCIATED WITH SECOND LIEN MORTGAGE LOANS.                     

     Approximately 9.85% of the Group I Mortgage Loans and approximately
8.53% of the Group II Mortgage Loans (in each case, by aggregate principal      
balance of the related loan group as of the cut-off date) and approximately     
8.97% of the mortgage loans (by aggregate principal balance of the mortgage     
loans as of the cut-off date) are secured by second liens on the related        
mortgaged properties. The proceeds from any liquidation, insurance or           
condemnation proceedings will be available to satisfy the outstanding balance of
such mortgage loans only to the extent that the claims of the related senior    
mortgages have been satisfied in full, including any related foreclosure costs. 
In circumstances when it has been determined to be uneconomical to foreclose on 
the mortgaged property, each servicer may write off the entire balance of such  
mortgage loan as a bad debt. The foregoing considerations will be particularly  
applicable to mortgage loans secured by second liens that have high original    
loan-to-value ratios because it is comparatively more likely that the related   
servicer would determine foreclosure to be uneconomical in the case of such     
mortgage loans. The rate of default of second lien mortgage loans may be greater
than that of mortgage loans secured by first liens on comparable properties.    

DELINQUENCIES ON THE MORTGAGE LOANS MAY ADVERSELY AFFECT THE CLASS A            
CERTIFICATES AND THE MEZZANINE CERTIFICATES.                                    

     Approximately 0.54% of the Group I Mortgage Loans and approximately
0.90% of the Group II Mortgage Loans (in each case, by aggregate principal      
balance of the related loan group as of the cut-off date) and approximately     
0.78% of the mortgage loans (by aggregate principal balance of the mortgage     
loans as of the cut-off date) of the mortgage loans as of August 31, 2005 are   
delinquent.                                                                     

        Each servicer will be required to make advances of delinquent payments
of principal and interest on any delinquent mortgage loans, to the extent such  
advances are deemed to be recoverable, until such mortgage loans become current.
Furthermore, with respect to any delinquent mortgage loan, each servicer may    
either foreclose on any such mortgage loan or work out an agreement with the    
mortgagor, which may involve waiving or modifying certain terms of the related  
mortgage loan. If a servicer extends the payment period or accepts a lesser     
amount than the amount due pursuant to the mortgage note in satisfaction of the 
mortgage note, your yield may be reduced.                                       

INTEREST ONLY MORTGAGE LOANS RISK.                                              

      Approximately 26.96% of the Group I Mortgage Loans and approximately
26.31% of the Group II Mortgage Loans (in each case, by aggregate principal     
balance of the related loan group as of the cut-off date) and approximately     
26.52% of the mortgage loans (by aggregate principal balance of the mortgage    
loans as of the cut-off date) require the borrowers to make monthly payments    
only of accrued interest for the first 60 or 120 months following origination.  
After such interest-only period, the borrower's monthly payment will be         
recalculated to cover both interest and principal so that the mortgage loan will
amortize fully prior to its final payment date. The interest-only feature may   
reduce the likelihood of prepayment during the interest-only period due to the  
smaller monthly payments relative to a fully-amortizing mortgage loan. If the   
monthly payment increases, the related borrower may not be able to pay the      
increased amount and may default or may refinance the related mortgage loan to  
avoid the higher payment. Because no principal payments may be made on such     
mortgage loans for an extended period following origination, certificateholders 
will receive smaller principal distributions during such period than they would 
have received if the related borrowers were required to make monthly payments of
interest and principal for the entire lives of such mortgage loans. This slower 
rate of principal distributions may reduce the return on an investment in the   
Floating Rate Certificates that are purchased at a discount.                    

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BALLOON LOAN RISK                                                               

      Balloon loans pose a risk because a mortgagor must make a large lump
sum payment of principal at the end of the loan term. If the mortgagor is unable
to pay the lump sum or refinance such amount, you may suffer a loss.            
Approximately 29.02% of the Group I Mortgage Loans and approximately 28.30% of  
the Group II Mortgage Loans (in each case, by aggregate principal balance of the
related loan group as of the cut-off date) and approximately 28.54% of the      
mortgage loans (by aggregate principal balance of the mortgage loans as of the  
cut-off date) are balloon loans.                                                

THE MORTGAGE LOANS ARE CONCENTRATED IN PARTICULAR STATES, WHICH MAY PRESENT A   
GREATER RISK OF LOSS RELATING TO THESE MORTGAGE LOANS.                          

  The chart presented under "Summary of Prospectus Supplement--The
Mortgage Loans" lists the states with the highest concentrations of mortgage    
loans. Mortgaged properties in certain regions may be particularly susceptible  
to certain types of hazards, such as hurricanes, earthquakes, floods, mudslides 
and other disasters for which there may or may not be insurance.                

       In addition, the conditions below will have a disproportionate impact
on the mortgage loans based on their location:                                  

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

o        Declines in the residential real estate markets in the states with high
      concentrations of mortgage loans may reduce the values of properties
   located in those states, which would result in an increase in the
loan-to-value ratios.                                         

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

HURRICANE KATRINA MAY ADVERSELY AFFECT THE MORTGAGE LOANS                       

Hurricane Katrina struck Louisiana, Mississippi, Alabama and  
surrounding areas on August 29, 2005. Approximately 0.88% of the mortgage loans 
are in disaster areas designated by the Federal Emergency Management Agency. The
seller will make a representation and warranty that, except to the extent       
insurance is in place which will cover such damage, the physical property       
subject to any mortgage loan is free of material damage and is in good repair.  
In the event that a mortgaged property is materially damaged as of the closing  
date and such damage materially and adversely affects the value or the interests
of the certificateholders in the related mortgage loan, the seller will be      
required to repurchase the related mortgage loan from the trust. Damages to     
mortgaged properties as a result of Hurricane Katrina may or may not be covered 
by the related hazard insurance policies. No assurance can be given as to the   
effect of this event on the rate of delinquencies and losses on the mortgage    
loans secured by mortgaged properties that were or may be affected by Hurricane 
Katrina. Any adverse impact as a result of this event may be borne by the       
certificateholders, particularly if the seller fails to repurchase any mortgage 
loan that breaches this representation and warranty. In addition, property      
values in these states may be adversely affected by Hurricane Katrina.          
Mortgagors in areas affected by the hurricane may also be affected by any       
decline in the economic environment.                                            

VIOLATION OF CONSUMER PROTECTION LAWS MAY RESULT IN LOSSES ON THE MORTGAGE LOANS
AND YOUR CERTIFICATES.                                                          

   Applicable state laws generally regulate interest rates and other
charges, require certain disclosure, and require licensing of the originator. In
addition, other state laws, public policy and general principles of             

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equity relating to the protection of consumers, unfair and deceptive practices  
and debt collection practices may apply to the origination, servicing and       
collection of the mortgage loans.                                               

 The mortgage loans are also subject to federal laws, including:

o        the Federal Truth-in-Lending Act and Regulation Z promulgated          
 thereunder, which require certain disclosures to the mortgagors
regarding the terms of the 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 servicer to collect all or part of the principal of or interest  
on the mortgage loans and in addition could subject the trust to damages and    
administrative enforcement and could result in the borrowers rescinding such    
mortgage loans against either the trust or subsequent holders of the mortgage   
loans.                                                                          

  Each originator will represent that as of the closing date, each
mortgage loan was in compliance with applicable federal and state laws and      
regulations that were in effect at the time the related mortgage loan was       
originated. In the event of a breach of such representation, the responsible    
party will be obligated to cure such breach or repurchase or replace the        
affected mortgage loan in the manner set forth in the pooling and servicing     
agreement.                                                                      

High Cost Loans                                                                 

        None of the mortgage loans are "High Cost Loans" within the meaning of
the Homeownership Act or any state law, ordinance or regulation similar to the  
Homeownership Act. See "Certain Legal Aspects of Residential                    
Loans--Anti-Deficiency Legislation, Bankruptcy Laws and Other Limitations on    
Lenders" in the prospectus.                                                     

        In addition to the Homeownership Act, however, a number of legislative
proposals have been introduced at both the federal and state level that are     
designed to discourage predatory lending practices. Some states have enacted, or
may enact, laws or regulations that prohibit inclusion of some provisions in    
mortgage loans that have mortgage rates or origination costs in excess of       
prescribed levels, and require that borrowers be given certain disclosures prior
to the consummation of such mortgage loans. In some cases, state law may impose 
requirements and restrictions greater than those in the Homeownership Act. The  
failure of the originator to comply with these laws could subject the trust, and
other assignees of the mortgage loans, to monetary penalties and could result in
the borrowers rescinding such mortgage loans against either the trust or        
subsequent holders of the 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 include numerous participants within 
the secondary mortgage market, including some securitization trusts.            

       Under the anti-predatory lending laws of some states, the borrower is
required to meet a net tangible benefits test in connection with the origination
of the related mortgage loan. This test may be highly subjective and open to    
interpretation. As a result, a court may determine that a mortgage loan does not
meet the test even if an originator reasonably believed that the test was       
satisfied. Any determination by a court that a mortgage loan does not meet the  
test will result in a violation of the state anti-predatory lending law, in     
which case the related originator will be required to purchase such mortgage    
loan from the trust.                                                            

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YOUR CERTIFICATES WILL BE LIMITED OBLIGATIONS SOLELY OF THE TRUST AND NOT OF ANY
OTHER PARTY.                                                                    

         The certificates will not represent an interest in or obligation of the
seller, the depositor, the servicers, the credit risk manager, the trust        
administrator, the trustee or any of their respective affiliates. Neither the   
certificates nor the underlying mortgage loans will be guaranteed or insured by 
any governmental agency or instrumentality, or by the seller, the depositor, the
servicers, the credit risk manager, the trust administrator, the trustee or any 
of their respective affiliates. Proceeds of the assets included in the trust    
will be the sole source of distributions on the offered certificates, and there 
will be no recourse to the seller, the depositor, the servicers, the credit risk
manager, the trust administrator, the trustee or any other entity in the event  
that such proceeds are insufficient or otherwise unavailable to make all        
distributions provided for under the offered certificates.                      

THE CAP CONTRACTS ARE SUBJECT TO COUNTERPARTY RISK.                             

   The assets of the trust will include the cap contracts which will
require the counterparty thereunder to make certain payments to the trust for   
the benefit of the holders of the Floating Rate Certificates. To the extent that
distributions on the Floating Rate Certificates depend in part on payments to be
received by the trustee under the cap contracts, the ability of the trustee to  
make such distributions on the Floating Rate Certificates will be subject to the
credit risk of the counterparty to the cap contracts. Although there will be a  
mechanism in place to facilitate replacement of the cap contracts upon the      
default or credit impairment of the counterparty thereunder, there can be no    
assurance that any such mechanism will result in the ability of the trustee to  
obtain suitable replacement cap contracts.                                      

POTENTIAL INADEQUACY OF CREDIT ENHANCEMENT FOR THE OFFERED CERTIFICATES.        

  The credit enhancement features described in the summary of this
prospectus supplement are intended to increase the likelihood that holders of   
the offered certificates will receive regular distributions of interest and/or  
principal. If delinquencies or defaults occur on the mortgage loans, none of the
servicers or any other entity will advance scheduled monthly payments of        
interest and principal on delinquent or defaulted mortgage loans if such        
advances are deemed unrecoverable. If substantial losses occur as a result of   
defaults and delinquent payments on the mortgage loans, the holders of the      
offered certificates may suffer losses.                                         

NO ADVANCES OF PRINCIPAL OR INTEREST WILL BE MADE WITH RESPECT TO CERTAIN REO   
PROPERTIES.                                                                     

      Countrywide Servicing will not make any advances with respect to any
Countrywide Mortgage Loan that has become an REO property. The failure to make  
such advances could result in less funds being available to make payments on the
offered certificates than would be available if such advances were made and may 
negatively affect the yields on the offered certificates.                       

INTEREST GENERATED BY THE MORTGAGE LOANS MAY BE INSUFFICIENT TO MAINTAIN OR     
RESTORE OVERCOLLATERALIZATION.                                                  

   The mortgage loans are expected to generate more interest than is
needed to distribute interest owed on the Floating Rate Certificates and to pay 
certain fees and expenses of the trust. Any remaining interest generated by the 
mortgage loans will then be used to absorb losses that occur on the mortgage    
loans. After these financial obligations of the trust are covered, available    
excess interest generated by the mortgage loans will be used to maintain or     
restore overcollateralization, at the then-required level. We cannot assure you 
that sufficient interest will be generated by the mortgage loans to create      
overcollateralization or thereafter to maintain or restore overcollateralization
at the required level. The factors described below will affect the amount of    
excess interest that the mortgage loans will generate:                          

o        Every time a mortgage loan is prepaid in full, liquidated or written   
        off, excess interest may be reduced because such mortgage loan will no
    longer be outstanding and generating interest or, in the case of a
       partial prepayment, will be generating less interest. Prepayments and
liquidations of mortgage loans                                

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        with relatively higher mortgage rates will cause excess interest to be
       reduced to a greater degree than will prepayments and liquidations of
mortgage loans with relatively lower mortgage rates.          

o        If the rates of delinquencies, defaults or losses on the mortgage loans
         are higher than expected, excess interest will be reduced by the amount
      necessary to compensate for any shortfalls in cash available to make
required distributions on the Floating Rate Certificates.     

o        The adjustable-rate mortgage loans have mortgage rates that adjust less
      frequently than, and on the basis of an index that is different from
     the index used to determine, the pass-through rates on the Floating
    Rate Certificates, and the fixed-rate mortgage loans have mortgage
      rates that do not adjust. As a result, the pass-through rates on the
       Floating Rate Certificates may increase relative to mortgage rates on
      the mortgage loans, requiring that a greater portion of the interest
     generated by the mortgage loans be applied to cover interest on the
Floating Rate Certificates.                                   

o        The distribution priorities for the certificates will at times cause   
        certain classes of Class A Certificates and the Mezzanine Certificates
         with lower pass-through rates to amortize more rapidly than the classes
       of Class A and Mezzanine Certificates with higher pass-through rates,
       with resulting increases in the weighted average pass-through rate of
       the offered certificates and corresponding decreases in the amount of
excess interest.                                              

THE PASS-THROUGH RATES ON THE FLOATING RATE CERTIFICATES ARE SUBJECT TO         
LIMITATION.                                                                     

       The Floating Rate Certificates will accrue interest at a pass-through
rate based on a one-month LIBOR index plus a specified margin, but the          
pass-through rate on every class of Floating Rate Certificates will be subject  
to a limit. The limit on the pass-through rates for the Floating Rate           
Certificates is generally based on the weighted average of the mortgage rates on
the related mortgage loans, net of certain fees and expenses of the trust. As a 
result of the limit on the pass-through rates on the Floating Rate Certificates,
such certificates may accrue less interest than they would accrue if their      
pass-through rates were calculated without regard to such limit.                

       A variety of factors could limit the pass-through rates and adversely
affect the yields to maturity on the Floating Rate Certificates. Some of these  
factors are described below.                                                    

o        The pass-through rates for the Floating Rate Certificates may adjust   
      monthly while the mortgage rates on the fixed-rate mortgage loans do
         not adjust and the mortgage rates on the adjustable-rate mortgage loans
adjust less frequently. Furthermore, substantially all of the 
        adjustable-rate mortgage loans will have the first adjustment to their
 mortgage rates six months, two, three or five years after their
        origination. Consequently, the limits on the pass-through rates on the
     Floating Certificates may prevent any increases in the pass-through
       rate on one or more classes of such certificates for extended periods
in a rising interest rate environment.                        

o        If prepayments, defaults and liquidations occur more rapidly on the    
  mortgage loans with relatively higher mortgage rates than on the
       mortgage loans with relatively lower mortgage rates, the pass-through
       rate on one or more classes of the Floating Rate Certificates is more
likely to be limited.                                         

o        The mortgage rates on the adjustable-rate mortgage loans may respond to
        different economic and market factors than does one-month LIBOR. It is
        possible that the mortgage rates on the adjustable-rate mortgage loans
may decline while the pass-through rates on the Floating Rate 
 Certificates are stable or rising. It is also possible that the
mortgage rates on the adjustable-rate mortgage loans and the  
       pass-through rates on the Floating Rate Certificates may both decline
        or increase during the same period, but that the pass-through rates on
         the Floating Rate Certificates may decline more slowly or increase more
rapidly.                                                      

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        If the pass-through rate on any class of Floating Rate Certificates is
limited for any distribution date, the resulting basis risk shortfalls may be   
recovered by the holders of those certificates on the same distribution date or 
on future distribution dates, to the extent that on such distribution date or   
future distribution dates there are any available funds remaining after certain 
other distributions on the certificates and the payment of certain fees and     
expenses of the trust. There can be no assurance that any basis risk shortfalls 
will be recovered, and the ratings on the offered certificates will not address 
the likelihood of any such recovery of basis risk shortfalls by holders of such 
certificates.                                                                   

  The limit on the pass-through rate on any class of Floating Rate
Certificates may apply for extended periods, or indefinitely. If the            
pass-through rate on any class of offered certificates is limited for any       
distribution date, the value of such class of certificates may be temporarily or
permanently reduced.                                                            

THE RATE AND TIMING OF PRINCIPAL DISTRIBUTIONS ON THE FLOATING RATE CERTIFICATES
WILL BE AFFECTED BY PREPAYMENT SPEEDS.                                          

    The rate and timing of distributions allocable to principal on the
Floating Rate Certificates will depend on the rate and timing of principal      
payments (including prepayments and collections upon defaults, liquidations and 
repurchases) on the mortgage loans and the allocation thereof to distribute     
principal on such certificates. As is the case with mortgage pass-through       
certificates generally, the Floating Rate Certificates will be subject to       
substantial inherent cash-flow uncertainties because the mortgage loans may be  
prepaid at any time. However, with respect to approximately 69.47% of the Group 
I Mortgage Loans and approximately 69.49% of the Group II Mortgage Loans (in    
each case, by aggregate principal balance of the related loan group as of the   
cut-off date) and approximately 69.49% of the mortgage loans (by aggregate      
principal balance of the mortgage loans as of the cut-off date), a prepayment   
may subject the related mortgagor to a prepayment charge. A prepayment charge   
may or may not act as a deterrent to prepayment of the related mortgage loan.   
See "The Mortgage Pool" in this prospectus supplement.                          

    The rate of prepayments on the mortgage loans will be sensitive to
prevailing interest rates. Generally, when prevailing interest rates are        
increasing, prepayment rates on mortgage loans tend to decrease. A decrease in  
the prepayment rates on the mortgage loans will result in a reduced rate of     
return of principal to investors in the Floating Rate Certificates at a time    
when reinvestment at the higher prevailing rates would be desirable. Conversely,
when prevailing interest rates are declining, prepayment rates on mortgage loans
tend to increase. An increase in the prepayment rates on the mortgage loans will
result in a greater rate of return of principal to investors in the Floating    
Rate Certificates at a time when reinvestment at comparable yields may not be   
possible. Furthermore, the adjustable-rate mortgage loans may prepay at         
different rates and in response to different factors than the fixed-rate        
mortgage loans. The inclusion of different types of mortgage loans in the       
mortgage pool may increase the difficulty in analyzing possible prepayment      
rates.                                                                          

       Each originator may be required to repurchase mortgage loans from the
trust in the event certain breaches of representations and warranties have not  
been cured. In addition, the majority holder of the Class X Certificates or if  
such majority holder fails to exercise such right, any servicer, may purchase   
all of the mortgage loans when the aggregate principal balance of the mortgage  
loans is less than 10% of the aggregate principal balance of the mortgage loans 
as of the cut-off date. These purchases will have the same effect on the holders
of the offered certificates as a prepayment of those mortgage loans.            

       The multiple class structure of the Floating Rate Certificates causes
the yields of such classes to be particularly sensitive to changes in the rates 
of prepayment of the mortgage loans. Because distributions of principal will be 
made to the holders of such certificates according to the priorities described  
in this prospectus supplement, the yields to maturity on the classes of Floating
Rate Certificates will be sensitive to the rates of prepayment on the mortgage  
loans experienced both before and after the commencement of principal           
distributions on such classes. The yields to maturity on each class of Floating 
Rate Certificates will also be extremely sensitive to losses due to defaults on 
the mortgage loans (and the timing thereof), to the extent such losses are not  
covered by excess interest, the Class CE Certificates or, in the case of a class
of Class A Certificates, by the Mezzanine Certificates or, in the case of a     
class of Mezzanine Certificates, by Mezzanine                                   

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Certificates with higher numerical class designations. Furthermore, as described
in this prospectus supplement, the timing of receipt of principal and interest  
by the Floating Rate Certificates may be adversely affected by losses even if   
such classes of certificates do not ultimately bear such loss.                  

       For further information regarding the effect of principal prepayments
on the weighted average lives of the offered certificates, see "Yield on the    
Certificates" in this prospectus supplement, including the tables entitled      
"Percent of Initial Certificate Principal Balance Outstanding."                 

THE YIELD TO MATURITY ON THE OFFERED CERTIFICATES WILL DEPEND ON A VARIETY OF   
FACTORS.                                                                        

       The yield to maturity on the offered certificates will depend on: (i)
the applicable pass-through rate thereon from time to time; (ii) the applicable 
purchase price; (iii) the rate and timing of principal payments (including      
prepayments and collections upon defaults, liquidations and repurchases) on the 
related mortgage loans, and the allocation thereof to reduce the certificate    
principal balance of such certificates; (iv) the rate, timing and severity of   
realized losses on the related mortgage loans; (v) adjustments to the mortgage  
rates on the adjustable-rate mortgage loans; (vi) the amount of excess interest 
generated by the related mortgage loans; (vii) changes in six-month LIBOR and   
one-month LIBOR and (viii) the allocation to the offered certificates of some   
types of interest shortfalls.                                                   

      If the offered certificates are purchased at a premium and principal
distributions on these certificates occur at a rate faster than that assumed at 
the time of purchase, the investor's actual yield to maturity will be lower than
that assumed at the time of purchase. Conversely, if the offered certificates   
are purchased at a discount and principal distributions on these certificates   
occur at a rate slower than that anticipated at the time of purchase, the       
investor's actual yield to maturity will be lower than that originally assumed. 

        As a result of the absorption of realized losses on the mortgage loans
by excess interest and overcollateralization as described in this prospectus    
supplement, liquidations of defaulted mortgage loans, whether or not realized   
losses are allocated to the certificates upon such liquidations, will result in 
an earlier return of principal to the Floating Rate Certificates and will       
influence the yield on such certificates in a manner similar to the manner in   
which principal prepayments on the mortgage loans will influence the yield on   
such certificates.                                                              

ADDITIONAL RISKS ASSOCIATED WITH THE MEZZANINE CERTIFICATES.                    

   The weighted average lives of, and the yields to maturity on, the
Mezzanine Certificates will be progressively more sensitive, in increasing order
of their numerical class designations, to the rate and timing of mortgagor      
defaults and the severity of ensuing losses on the mortgage loans. If the actual
rate and severity of losses on the mortgage loans is higher than those assumed  
by an investor in the Mezzanine Certificates, the actual yield to maturity of   
these certificates may be lower than the yield anticipated by the holder. The   
timing of losses on the mortgage loans will also affect an investor's yield to  
maturity, even if the rate of defaults and severity of losses over the life of  
the mortgage pool are consistent with an investor's expectations. In most cases,
the earlier a loss occurs, the greater the effect on an investor's yield to     
maturity. Realized losses on the mortgage loans, to the extent they exceed the  
amount of excess interest and overcollateralization, will reduce the certificate
principal balance of the class of Mezzanine Certificate then outstanding with   
the highest numerical class designation. As a result of these reductions, less  
interest will accrue on these classes of certificates than would be the case if 
those losses were not so allocated. Once a realized loss is allocated to a      
Mezzanine Certificate, such written down amount will not be reinstated (except  
in the case of Subsequent Recoveries received while such certificate remains    
outstanding) and will not accrue interest. However, the amount of any realized  
losses allocated to the Mezzanine Certificates may be distributed to the holders
of such certificates on a subordinated basis, without interest, according to the
priorities set forth under "Description of the Certificates--Credit             
Enhancement-- Overcollateralization Provisions" in this prospectus supplement.  

   Unless the aggregate certificate principal balance of the Class A
Certificates has been reduced to zero, the Mezzanine Certificates will not be   
entitled to any principal distributions until at least October 2008 or a        

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later date as described under "Description of the Certificates--Principal       
Distributions" in this prospectus supplement or during any period in which      
delinquencies or realized losses on the mortgage loans exceed the levels set    
forth under "Description of the Certificates--Principal Distributions" in this  
prospectus supplement. As a result, the weighted average lives of the Mezzanine 
Certificates will be longer than would be the case if distributions of principal
were allocated among all of the certificates at the same time. As a result of   
the longer weighted average lives of the Mezzanine Certificates, the holders of 
these certificates have a greater risk of suffering a loss on their investments.
Further, because the Mezzanine Certificates might not receive any principal if  
the delinquency levels or realized losses set forth under "Description of the   
Certificates--Principal Distributions" in this prospectus supplement are        
exceeded, it is possible for these certificates to receive no principal         
distributions on a particular distribution date even if no losses have occurred 
on the mortgage loans.                                                          

INTEREST SHORTFALLS AND RELIEF ACT SHORTFALLS.                                  

         When a mortgage loan is prepaid, the mortgagor is charged interest only
up to the date on which payment is made, rather than for an entire month. This  
may result in a shortfall in interest collections available for distribution on 
the next distribution date. Countrywide Servicing is required to cover any      
shortfall in interest collections that is attributable to prepayments in full or
in part on the Countrywide Mortgage Loans, but only in an aggregate amount each 
month up to the lesser of (a) one-twelfth of the product of (i) 0.25% and (ii)  
the stated principal balance of such mortgage loans and (b) the aggregate       
servicing fee actually received for the applicable month for such mortgage      
loans. HomEq is required to cover any shortfall in interest collections that is 
attributable to prepayments in full on the HomEq Mortgage Loans occurring during
the portion of the related prepayment period ending on the last day of the      
calendar month preceding the related distribution date, but only in an amount   
equal to the product of (a) the mortgage rate for such mortgage loan (net of the
servicing fee rate), (b) the amount of the principal prepayment for such        
mortgage loan, (c) 1/360 and (d) the number of days commencing on the date on   
which such principal prepayment was applied and ending on the last day of the   
calendar month preceding such distribution date. JPMorgan is required to cover  
any shortfall in interest collections that is attributable to prepayments in    
full or in part on the JPMorgan Mortgage Loans, but only in an aggregate amount 
each month up to the aggregate servicing fee actually received for the          
applicable month for such mortgage loans.                                       

         None of the servicers will cover shortfalls in interest collections due
to the application of the Servicemembers Civil Relief Act, or Relief Act, or due
to the application of any state law providing for similar relief.               

 Any prepayment interest shortfalls to the extent not covered by
compensating interest paid by the related servicer and any interest shortfalls  
resulting from the application of the Relief Act for any distribution date will 
be allocated, first, to the Net Monthly Excess Cashflow and thereafter, to the  
interest distribution amounts with respect to the Floating Rate Certificates on 
a pro rata basis based on the respective amounts of interest accrued on such    
certificates for such distribution date. The holders of the Floating Rate       
Certificates will not be entitled to reimbursement for any such interest        
shortfalls.                                                                     

TERRORIST ATTACKS AND MILITARY ACTION COULD ADVERSELY AFFECT THE YIELD ON YOUR  
CERTIFICATES.                                                                   

  The terrorist attacks in the United States on September 11, 2001
suggest that there is an increased likelihood of future terrorist activity in   
the United States. In addition, current political tensions and military         
operations in the Middle East have resulted in a significant deployment of      
United States military personnel in the region. Investors should consider the   
possible effects of past and possible future terrorist attacks at home and      
abroad and any resulting military response by the United States on the          
delinquency, default and prepayment experience of the mortgage loans. In        
accordance with the applicable servicing standard set forth in the pooling and  
servicing agreement, the servicers may defer, reduce or forgive payments and    
delay foreclosure proceedings in respect of mortgage loans to borrowers affected
in some way by past and possible future events.                                 

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         In addition, the current deployment of United States military personnel
in the Middle East and the activation of a substantial number of United States  
military reservists and members of the National Guard may significantly increase
the proportion of mortgage loans whose mortgage rates are reduced by the        
application of the Relief Act. See "Legal Aspects of Mortgage                   
Loans--Servicemembers Civil Relief" in the prospectus. Certain shortfalls in    
interest collection arising from the application of the Relief Act or any state 
law providing for similar relief will not be covered by the servicers.          

AN OPTIONAL TERMINATION MAY ADVERSELY AFFECT YIELDS ON THE OFFERED CERTIFICATES.

       When the aggregate stated principal balance of the mortgage loans has
been reduced to less than 10% of their aggregate stated principal balance as of 
the cut-off date, the majority holder of the Class X Certificates or, if such   
majority holder fails to exercise such option, any servicer, may purchase all of
the mortgage loans in the trust and cause an early retirement of the            
certificates. If this happens, the purchase price paid in connection with such  
termination, net of amounts payable or reimbursable to the servicers, the trust 
administrator or others, will be passed through to the related                  
certificateholders. Any class of offered certificates purchased at a premium    
could be adversely affected by an optional purchase of the related mortgage     
loans. In addition, if the trust contains any REO properties at the time of any 
optional termination, it is possible that the purchase price paid in connection 
with such termination will be insufficient to result in the payment of the      
principal of and accrued interest on all classes of offered certificates, and   
this could result in losses or shortfalls being incurred by the most subordinate
then-outstanding classes of offered certificates. See "Pooling and Servicing    
Agreement--Termination" in this prospectus supplement.                          

THE LIQUIDITY OF YOUR CERTIFICATES MAY BE LIMITED.                              

     The underwriter has no obligation to make a secondary market in the
classes of offered certificates. There is therefore no assurance that a         
secondary market will develop or, if it develops, that it will continue.        
Consequently, you may not be able to sell your certificates readily or at prices
that will enable you to realize your desired yield. The market values of the    
certificates are likely to fluctuate and these fluctuations may be significant  
and could result in significant losses to you.                                  

       The secondary markets for mortgage-backed securities have experienced
periods of illiquidity and can be expected to do so in the future. Illiquidity  
can have a severely adverse effect on the prices of securities that are         
especially sensitive to prepayment, credit or interest rate risk, or that have  
been structured to meet the investment requirements of limited categories of    
investors.                                                                      

POSSIBLE REDUCTION OR WITHDRAWAL OF RATINGS ON THE OFFERED CERTIFICATES.        

  Each rating agency rating the offered certificates may change or
withdraw its initial ratings at any time in the future if, in its judgment,     
circumstances warrant a change. No person is obligated to maintain the ratings  
at their initial levels. If a rating agency reduces or withdraws its rating on  
one or more classes of the offered certificates, the liquidity and market value 
of the affected certificates is likely to be reduced.                           

SUITABILITY OF THE OFFERED CERTIFICATES AS INVESTMENTS.                         

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

ALL CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT WILL HAVE THE MEANINGS 
ASSIGNED TO THEM UNDER "DESCRIPTION OF THE CERTIFICATES--GLOSSARY" OR IN THE    
PROSPECTUS UNDER "GLOSSARY."                                                    

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 USE OF PROCEEDS

   The seller will sell the mortgage loans to the depositor, and the
depositor will convey the mortgage loans to the trust in exchange for and       
concurrently with the delivery of the certificates. Net proceeds from the sale  
of the certificates will be applied by the depositor to the purchase of the     
mortgage loans from the seller. These net proceeds will represent the purchase  
price to be paid by the depositor to the seller for the mortgage loans. The     
seller will have acquired the mortgage loans prior to the sale of the mortgage  
loans to the depositor.                                                         

 THE MORTGAGE POOL

     The statistical information presented in this prospectus supplement
relates to the mortgage loans and related mortgaged properties in the aggregate 
and in each loan group as of the cut-off date, as adjusted for scheduled        
principal payments due on or before the cut-off date whether or not received.   
Prior to the issuance of the certificates, mortgage loans may be removed from   
the mortgage pool as a result of incomplete documentation or otherwise if the   
depositor deems such removal necessary or desirable. In addition, mortgage loans
may be prepaid at any time. A limited number of other mortgage loans may be     
included in the mortgage pool prior to the issuance of the certificates unless  
including such mortgage loans would materially alter the characteristics of the 
mortgage loans in the mortgage pool as described in this prospectus supplement. 

The depositor believes that the information set forth in this 
prospectus supplement with respect to the mortgage loans in the aggregate and in
each loan group will be representative of the characteristics of the mortgage   
pool and each such loan group as it will be constituted at the time the         
certificates are issued, although the range of mortgage rates and maturities and
certain other characteristics of the mortgage loans may vary.                   

 Unless otherwise noted, all statistical percentages or weighted
averages set forth in this prospectus supplement are measured as a percentage of
the aggregate principal balance of the mortgage loans in the related loan group 
or in the aggregate as of the cut-off date.                                     

GENERAL DESCRIPTION OF THE MORTGAGE LOANS                                       

      The trust will consist of a pool of one- to four- family, fixed-rate
and adjustable-rate, first lien and second lien residential mortgage loans which
will be divided into two loan groups consisting of loan group I containing      
mortgage loans that conform to Freddie Mac loan limits and loan group II        
containing mortgage loans that may or may not conform to Freddie Mac loan       
limits. IN ADDITION, CERTAIN OF THE CONFORMING BALANCE MORTGAGE LOANS INCLUDED  
IN LOAN GROUP II MIGHT OTHERWISE HAVE BEEN INCLUDED IN LOAN GROUP I, BUT WERE   
EXCLUDED FROM LOAN GROUP I BECAUSE THEY DID NOT MEET FREDDIE MAC CRITERIA       
(INCLUDING PUBLISHED GUIDELINES) FOR FACTORS OTHER THAN PRINCIPAL BALANCE.      

The mortgage pool will consist of 7,972 conventional, one- to 
four-family, adjustable-rate and fixed-rate mortgage loans secured by first     
liens and second liens on residential real properties and having an aggregate   
principal balance as of the cut-off date of approximately $1,484,551,799 after  
application of scheduled payments due on or before the cut-off date whether or  
not received and subject to a permitted variance of plus or minus 5%. The Group 
I Mortgage Loans will consist of 2,942 conventional, one- to four-family,       
adjustable-rate and fixed-rate mortgage loans secured by first liens and second 
liens on residential real properties and having an aggregate principal balance  
as of the cut-off date of approximately $494,768,852 after application of       
scheduled payments due on or before the cut-off date whether or not received and
subject to a permitted variance of plus or minus 5%.                            
The Group II Mortgage Loans will consist of 5,030 conventional, one- to       
four-family, adjustable-rate and fixed-rate mortgage loans secured by first     
liens and second liens on residential real properties and having an aggregate   
principal balance as of the cut-off date of approximately $989,782,946 after    
application of scheduled payments due on or before the cut-off date whether or  
not received and subject to a permitted variance of plus or minus 5%. The       
mortgage loans have original terms to maturity of not greater than 30 years.    

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         The mortgage loans are secured by first or second mortgages or deeds of
trust or other similar security instruments creating first or second liens on   
one- to four-family residential properties consisting of one- to four-family    
dwelling units, individual condominium units, planned unit developments and     
townhouse units. The mortgage loans will be acquired by the depositor from the  
seller in the manner described in this prospectus supplement.                   

      Approximately 82.97% of the Group I Mortgage Loans and approximately
77.24% of the Group II Mortgage Loans were originated by WMC. Approximately     
4.70% of the Group I Mortgage Loans and approximately 8.62% of the Group II     
Mortgage Loans were originated by MortgageIT. Approximately 6.09% of the Group I
Mortgage Loans and approximately 5.21% of the Group II Mortgage Loans were      
originated by First Horizon. Approximately 3.89% of the Group I Mortgage Loans  
and approximately 5.19% of the Group II Mortgage Loans were originated by       
Accredited. Approximately 2.35% of the Group I Mortgage Loans and approximately 
3.74% of the Group II Mortgage Loans were originated by Impac.                  

    Countrywide Servicing will service the Countrywide Mortgage Loans,
JPMorgan will service the JPMorgan Mortgage Loans and HomEq will service the    
HomEq Mortgage Loans.                                                           

  Each mortgage loan will accrue interest at the fixed-rate or the
adjustable-rate calculated as specified under the terms of the related mortgage 
note. Approximately 83.82% of the Group I Mortgage Loans are adjustable-rate    
mortgage loans and approximately 16.18% of the Group I Mortgage Loans are       
fixed-rate mortgage loans. Approximately 80.38% of the Group II Mortgage Loans  
are adjustable -rate mortgage loans and approximately 19.62% of the Group II    
Mortgage Loans are fixed-rate mortgage loans.                                   

         Each fixed-rate mortgage loan has a mortgage rate that is fixed for the
life of such mortgage loan.                                                     

        Each adjustable-rate mortgage loan accrues interest at a mortgage rate
that is adjustable. Generally, the adjustable-rate mortgage loans provide for   
semi-annual adjustment to their mortgage rates; provided, however, that (i) the 
first adjustment of the rates for approximately 93.61% of the adjustable-rate   
Group I Mortgage Loans and approximately 88.38% of the adjustable-rate Group II 
Mortgage Loans (in each case, by aggregate principal balance of the             
adjustable-rate mortgage loans in the related loan group as of the cut-off date)
and approximately 90.17% of the adjustable-rate mortgage loans (by aggregate    
principal balance of the adjustable-rate mortgage loans as of the cut-off date),
will not occur until after an initial period of approximately two years from the
date of origination, (ii) the first adjustment of the rates for approximately   
3.95% of the adjustable-rate Group I Mortgage Loans and approximately 4.53% of  
the adjustable-rate Group II Mortgage Loans (in each case, by aggregate         
principal balance of the adjustable-rate mortgage loans in the related loan     
group as of the cut-off date) and approximately 4.33% of the adjustable-rate    
mortgage loans (by aggregate principal balance of the adjustable-rate mortgage  
loans as of the cut-off date), will not occur until after an initial period of  
approximately three years from the date of origination and (iii) the first      
adjustment of the rates for approximately 2.30% of the adjustable-rate Group I  
Mortgage Loans and approximately 6.82% of the adjustable-rate Group II Mortgage 
Loans (in each case, by aggregate principal balance of the adjustable-rate      
mortgage loans in the related loan group as of the cut-off date) and            
approximately 5.27% of the adjustable-rate mortgage loans (by aggregate         
principal balance of the adjustable-rate mortgage loans as of the cut-off date),
will not occur until after an initial period of approximately five years from   
the date of origination. Such adjustable-rate mortgage loans are referred to in 
this prospectus supplement as "delayed first adjustment mortgage loans." In     
connection with each mortgage rate adjustment, the adjustable-rate mortgage     
loans have corresponding adjustments to their monthly payment amount, in each   
case on each applicable adjustment date. On each adjustment date, the mortgage  
rate on each adjustable-rate mortgage loan will be adjusted to equal the sum,   
rounded to the nearest multiple of 0.125%, of the index and a fixed percentage  
amount, or gross margin, for that mortgage loan specified in the related        
mortgage note. However, the mortgage rate on each adjustable-rate mortgage loan 
will generally not increase or decrease by more than 1.000% to 2.000% per annum,
on any related adjustment date after the first adjustment date and will not     
exceed a specified maximum mortgage rate over the life of the mortgage loan or  
be less than a specified minimum mortgage rate over the life of the mortgage    
loan. 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                      

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outstanding principal balance of that mortgage loan over its remaining term and 
pay interest at the mortgage rate as so adjusted. Due to the application of the 
periodic rate caps and the maximum mortgage rates, the mortgage rate on each    
adjustable-rate mortgage loan, as adjusted on any related adjustment date, may  
be less than the sum of the index, calculated as described in this prospectus   
supplement, and the related gross margin. See "--The Index" in this prospectus  
supplement. None of the adjustable-rate mortgage loans permits the related      
mortgagor to convert the adjustable mortgage rate thereon to a fixed mortgage   
rate.                                                                           

   Approximately 26.96% of the Group I Mortgage Loans, approximately
26.31% of the Group II Mortgage Loans and approximately 26.52% of the initial   
mortgage loans provide that for a period of 60 or 120 months after origination, 
the required monthly payments are limited to accrued interest. At the end of    
such period, the monthly payments on each such mortgage loan will be            
recalculated to provide for amortization of the principal balance by the        
maturity date and payment of interest at the then-current mortgage rate.        

   Approximately 69.47% of the Group I Mortgage Loans, approximately
69.49% of the Group II Mortgage Loans and approximately 69.49% of the initial   
mortgage loans provide for payment by the mortgagor of a prepayment charge in   
limited circumstances on prepayments as provided in the related mortgage note.  
These mortgage loans provide for payment of a prepayment charge on some partial 
prepayments and all prepayments in full made within a specified period not in   
excess of five years from the date of origination of the mortgage loan, as      
provided in the related mortgage note. The amount of the prepayment charge is as
provided in the related mortgage note, but, in most cases, is equal to six      
month's interest on any amounts prepaid in excess of 20% of the original        
principal balance of the related mortgage loan in any 12 month period, as       
permitted by law. The holders of the Class P Certificates will be entitled to   
all prepayment charges received on the mortgage loans, and these amounts will   
not be available for distribution on the offered certificates. Under the limited
instances described under the terms of the pooling and servicing agreement, the 
servicer may waive the payment of any otherwise applicable prepayment charge.   
Investors should conduct their own analysis of the effect, if any, that the     
prepayment charges, and decisions by the servicer with respect to the waiver of 
the prepayment charges, may have on the prepayment performance of the mortgage  
loans. As of July 1, 2003, the Alternative Mortgage Parity Act of 1982, or      
Parity Act, which regulates the ability of the originator to impose prepayment  
charges, was amended, and as a result, the originator will be required to comply
with state and local laws in originating mortgage loans with prepayment charge  
provisions with respect to loans originated on or after July 1, 2003. The       
depositor makes no representations as to the effect that the prepayment charges,
decisions by the servicer with respect to the waiver thereof and the recent     
amendment of the Parity Act, may have on the prepayment performance of the      
mortgage loans. However, the Office of Thrift Supervision's ruling does not     
retroactively affect loans originated before July 1, 2003. See "Legal Aspects of
Mortgage Loans--Enforceability of Provisions--Prepayment Charges and            
Prepayments" in the prospectus.                                                 

      All of the mortgage loans have scheduled monthly payments due on the
first day of the month and that day is referred to as the "due date" with       
respect to each mortgage loan. Each mortgage loan will contain a customary      
"due-on-sale" clause.                                                           

None of the mortgage loans are buydown mortgage loans.        

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MORTGAGE LOAN STATISTICS FOR ALL MORTGAGE LOANS                                 

       The average principal balance of the mortgage loans as of the cut-off
date was approximately $186,221. No mortgage loan had a principal balance as of 
the cut-off date of greater than approximately $1,300,000 or less than          
approximately $12,497.                                                          

      The mortgage loans had mortgage rates as of the cut-off date ranging
from approximately 4.250% per annum to approximately 13.599% per annum, and the 
weighted average mortgage rate for the mortgage loans was approximately 7.191%  
per annum.                                                                      

      As of the cut-off date, the adjustable-rate mortgage loans had gross
margins ranging from approximately 1.000% per annum to approximately 12.099% per
annum, minimum mortgage rates ranging from approximately 2.000% per annum to    
approximately 13.599% per annum and maximum mortgage rates ranging from         
approximately 10.250% per annum to approximately 20.599% per annum. As of the   
cut-off date, with respect to the adjustable-rate mortgage loans, the weighted  
average gross margin was approximately 6.219% per annum, the weighted average   
minimum mortgage rate was approximately 6.857% per annum and the weighted       
average maximum mortgage rate was approximately 13.394% per annum. The latest   
first adjustment date following the cut-off date on any adjustable-rate mortgage
loan occurs in July 2010 and the weighted average next adjustment date for all  
of the adjustable-rate mortgage loans following the cut-off date is August 2007.

      The weighted average loan-to-value ratio of the mortgage loans as of
the cut-off date was approximately 75.06%. As of the cut-off date, no mortgage  
loan had a loan-to-value ratio greater than 100.00% or less than approximately  
7.14%. The original loan-to-value ratio of a mortgage loan as described in this 
prospectus supplement is the ratio, expressed as a percentage, of the principal 
balance of the mortgage loan at origination over the value of the related       
mortgaged property determined at origination. The original loan-to-value ratio  
of any second lien mortgage loan as described in this prospectus supplement is  
the combined loan-to-value ratio.                                               

        The weighted average remaining term to stated maturity of the mortgage
loans was approximately 339 months as of the cut-off date. None of the mortgage 
loans will have a first due date prior to October 1, 2004 or after September 1, 
2005, or will have a remaining term to stated maturity of less than 115 months  
or greater than 359 months as of the cut-off date. The latest maturity date of  
any mortgage loan is August 1, 2035.                                            

   The weighted average credit score of the mortgage loans for which
credit scores were available is approximately 644. The "Weighted Average FICO"  
column heading in the tables below relating to the mortgage loans refers to the 
weighted average credit score of only the mortgage loans in the applicable      
subset for which credit scores were available.                                  

    The mortgage loans are expected to have the characteristics as set
forth in Annex II to this prospectus supplement as of the cut-off date, but     
investors should note that the sum in any column may not equal the total        
indicated due to rounding.                                                      

GROUP I MORTGAGE LOAN STATISTICS                                                

       The average principal balance of the Group I Mortgage Loans as of the
cut-off date was approximately $168.174. No Group I Mortgage Loan had a         
principal balance as of the cut-off date of greater than approximately $645,625 
or less than approximately $13,476.                                             

      The Group I Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 4.375% per annum to approximately 12.875% per annum, 
and the weighted average mortgage rate for the Group I Mortgage Loans was       
approximately 7.215% per annum.                                                 

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        As of the cut-off date, the adjustable-rate Group I Mortgage Loans had
gross margins ranging from approximately 2.000% per annum to approximately      
9.500% per annum, minimum mortgage rates ranging from approximately 2.000% per  
annum to approximately 11.450% per annum and maximum mortgage rates ranging from
approximately 10.250% per annum to approximately 18.450% per annum. As of the   
cut-off date, with respect to the adjustable-rate Group I Mortgage Loans, the   
weighted average gross margin was approximately 6.204% per annum, the weighted  
average minimum mortgage rate was approximately 6.799% per annum and the        
weighted average maximum mortgage rate was approximately 13.346% per annum. The 
latest first adjustment date following the cut-off date on any adjustable-rate  
Group I Mortgage Loan occurs in July 2010 and the weighted average next         
adjustment date for all of the adjustable-rate Group I Mortgage Loans following 
the cut-off date is July 2007.                                                  

        The weighted average loan-to-value ratio of the Group I Mortgage Loans
as of the cut-off date was approximately 74.65%. As of the cut-off date, no     
Group I Mortgage Loan had a loan-to-value ratio greater than 100.00% or less    
than approximately 9.97%. The original loan-to-value ratio of a Group I Mortgage
Loan as described in this prospectus supplement is the ratio, expressed as a    
percentage, of the principal balance of the Group I Mortgage Loan at origination
over the value of the related mortgaged property determined at origination. The 
original loan-to-value ratio of any second lien Group I Mortgage Loan as        
described in this prospectus supplement is the combined loan-to-value ratio.    

       The weighted average remaining term to stated maturity of the Group I
Mortgage Loans was approximately 338 months as of the cut-off date. None of the 
Group I Mortgage Loans will have a first due date prior to October 1, 2004 or   
after September 1, 2005, or will have a remaining term to stated maturity of    
less than 116 months or greater than 359 months as of the cut-off date. The     
latest maturity date of any Group I Mortgage Loan is August 1, 2035.            

     The weighted average credit score of the Group I Mortgage Loans for
which credit scores were available is approximately 648. The "Weighted Average  
FICO" column heading in the tables below relating to the Group I Mortgage Loans 
refers to the weighted average credit score of only the Group I Mortgage Loans  
in the applicable subset for which credit scores were available.                

        The Group I Mortgage Loans are expected to have the characteristics as
set forth in Annex II to this prospectus supplement as of the cut-off date, but 
investors should note that the sum in any column may not equal the total        
indicated due to rounding.                                                      

GROUP II MORTGAGE LOAN STATISTICS                             

        The average principal balance of the Group II Mortgage Loans as of the
cut-off date was approximately $196,776. No Group II Mortgage Loan had a        
principal balance as of the cut-off date of greater than approximately          
$1,300,000 or less than approximately $12,497.                                  

       The Group II Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 4.250% per annum to approximately 13.599% per annum, 
and the weighted average mortgage rate for the Group II Mortgage Loans was      
approximately 7.179% per annum.                                                 

         As of the cut-off date, the adjustable-rate Group II Mortgage Loans had
gross margins ranging from approximately 1.000% per annum to approximately      
12.099% per annum, minimum mortgage rates ranging from approximately 2.000% per 
annum to approximately 13.599% per annum and maximum mortgage rates ranging from
approximately 10.750% per annum to approximately 20.599% per annum. As of the   
cut-off date, with respect to the adjustable-rate Group II Mortgage Loans, the  
weighted average gross margin was approximately 6.226% per annum, the weighted  
average minimum mortgage rate was approximately 6.888% per annum and the        
weighted average maximum mortgage rate was approximately 13.418% per annum. The 
latest first adjustment date following the cut-off date on any adjustable-rate  
Group II Mortgage Loan occurs in July 2010 and the weighted average next        
adjustment date for all of the adjustable-rate Group II Mortgage Loans following
the cut-off date is September 2007.                                             

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         The weighted average loan-to-value ratio of the Group II Mortgage Loans
as of the cut-off date was approximately 75.26%. As of the cut-off date, no     
Group II Mortgage Loan had a loan-to-value ratio greater than 100.00% or less   
than approximately 7.14%. The original loan-to-value ratio of a Group II        
Mortgage Loan as described in this prospectus supplement is the ratio, expressed
as a percentage, of the principal balance of the Group II Mortgage Loan at      
origination over the value of the related mortgaged property determined at      
origination. The original loan-to-value ratio of any second lien Group II       
Mortgage Loan as described in this prospectus supplement is the combined        
loan-to-value ratio.                                                            

        The weighted average remaining term to stated maturity of the Group II
Mortgage Loans was approximately 340 months as of the cut-off date. None of the 
Group II Mortgage Loans will have a first due date prior to October 20, 2004 or 
after September 1, 2005, or will have a remaining term to stated maturity of    
less than 115 months or greater than 359 months as of the cut-off date. The     
latest maturity date of any Group II Mortgage Loan is August 1, 2035.           

      The weighted average credit score of the Group II Mortgage Loans for
which credit scores were available is approximately 641. The "Weighted Average  
FICO" column heading in the tables below relating to the Group II Mortgage Loans
refers to the weighted average credit score of only the Group II Mortgage Loans 
in the applicable subset for which credit scores were available.                

         The Group II Mortgage Loans are expected to have the characteristics as
set forth in Annex II to this prospectus supplement as of the cut-off date, but 
investors should note that the sum in any column may not equal the total        
indicated due to rounding.                                                      

CREDIT SCORES                                                                   

       Credit scores are statistical credit scores obtained by many mortgage
lenders in connection with the loan application to help assess a borrower's     
creditworthiness. Credit scores are generated by models developed by third      
parties 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 of a borrower is based on that 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 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. None of the depositor, the seller, any
servicer, the trustee, the trust administrator, the underwriter or any of their 
respective affiliates has made or will make any representation 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.                                           

THE INDEX                                                                       

         As of any adjustment date, the index applicable to the determination of
the mortgage rate on each adjustable-rate mortgage loan will be the average of  
the interbank offered rates for six-month United States dollar deposits in the  
London market as published in The Wall Street Journal and as most recently      
available as specified in the related mortgage note either as of the first      
business day 45 days prior to that adjustment date or as of the first business  
day of the month preceding the month of the adjustment date.                    

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In the event that the index becomes unavailable or otherwise  
unpublished, the servicer will select a comparable alternative index over which 
it has no direct control and which is readily verifiable.                       

 THE ORIGINATORS

         The information set forth in the following paragraphs has been provided
by each originator whose mortgage loans exceed 10% of the mortgage loans as of  
the cut-off date, and none of the depositor, the servicers, the seller, the     
trust administrator, the trustee, the underwriter, any of their respective      
affiliates or any other party has made or will make any representation as to the
accuracy or completeness of such information.                                   

WMC MORTGAGE CORP.                                            

      WMC Mortgage Corp. (referred to herein as WMC) is a mortgage banking
company incorporated in the State of California. Established in 1955, WMC has   
developed a national mortgage origination franchise, with special emphasis on   
originating single-family, alternative non-prime mortgage loans in each of the  
regions in which it competes. WMC historically originated both prime-quality    
mortgage loans and non-prime-quality mortgage loans. WMC sold its prime mortgage
loan origination business in 1998 and originates prime mortgage loans only on a 
very limited basis. WMC was owned by a subsidiary of Weyerhaeuser Company until 
May 1997 when it was sold to WMC Finance Co., a company owned principally by    
affiliates of a private investment firm. On June 14, 2004, GE Consumer Finance  
acquired WMC Finance Co.                                                        

        Until March 2000, WMC originated mortgage loans through both wholesale
and retail channels, with wholesale originations accounting for approximately   
85% of total origination volume prior to March 2000. As of March 2000, WMC      
changed its business model to underwrite and process 100% of its loans on the   
Internet via "WMC Direct" resulting in a substantial reduction in employees,    
underwriting centers and closing centers, and the elimination of all retail     
branches. In April 2005, WMC's headquarters relocated to Burbank, California    
from Woodland Hills, California. A majority of its business operations are      
presently conducted at Burbank. WMC also has nine (9) regional offices in       
Dallas, Texas, Orangeburg, New York, Orange County, California, San Ramon,      
California, Woodland Hills, California, Jacksonville, Florida, Woburn           
Massachusetts, Schaumburg, Illinois, and Bellevue, Washington. WMC's            
originations come primarily through its broker relationships. As of August 15,  
2005, WMC had approximately 2432 employees, including approximately 608 business
development representatives and associates who are responsible for recruiting   
and managing the independent broker network.                                    

        Underwriting Standards. The mortgage loans originated by WMC (referred
to herein as the WMC Mortgage Loans) have been originated generally in          
accordance with the underwriting guidelines established by it (collectively, the
"WMC Guidelines"). WMC also originates certain other mortgage loans that are    
underwritten to the guidelines of specific investors, which mortgage loans are  
not included among those sold to the trust as described herein. The WMC         
Guidelines are primarily intended to (a) determine that the borrower has the    
ability to repay the mortgage loan in accordance with its terms and (b)         
determine that the related mortgaged property will provide sufficient value to  
recover the investment if the borrower defaults. On a case-by-case basis WMC may
determine that, based upon compensating factors, a prospective mortgagor not    
strictly qualifying under the underwriting risk category or other guidelines    
described below warrants an underwriting exception. Compensating factors may    
include, but are not limited to, low debt-to-income ratio ("Debt Ratio"), good  
mortgage payment history, an abundance of cash reserves, excess disposable      
income, stable employment and time in residence at the applicant's current      
address. It is expected that a substantial number of the mortgage loans to be   
included in the trust will represent such underwriting exceptions.              

    The WMC Mortgage Loans in the trust will fall within the following
documentation categories established by WMC: Full Documentation,                
Full-Alternative Documentation, Limited Documentation, Lite Documentation,      
Stated Income Documentation and Stated Income/Verified Assets (Streamlined)     
Documentation. In addition to single-family residences, certain of the WMC      
Mortgage Loans will have been underwritten (in many cases, as described above,  
subject to exceptions for compensating factors) in accordance with programs     
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condominiums, vacation and second homes, manufactured housing, two- to          
four-family properties and other property types. In addition, WMC has           
established specific parameters for jumbo loans, which are designated in the WMC
Guidelines as mortgage loans with original principal balances in excess of      
$650,000. However, WMC sometimes increases the original principal balance limits
if borrowers meet other compensating credit factors.                            

      Under the WMC Guidelines, WMC verifies the loan applicant's eligible
sources of income for all products, calculates the amount of income from        
eligible sources indicated on the loan application, reviews the credit and      
mortgage payment history of the applicant and calculates the Debt Ratio to      
determine the applicant's ability to repay the loan, and reviews the mortgaged  
property for compliance with the WMC Guidelines. The WMC Guidelines are applied 
in accordance with a procedure which complies with applicable federal and state 
laws and regulations and require, among other things, (1) an appraisal of the   
mortgaged property which conforms to Uniform Standards of Professional Appraisal
Practice and (2) an audit of such appraisal by a WMC-approved appraiser or by   
WMC's in-house collateral auditors (who may be licensed appraisers), which audit
may in certain circumstances consist of a second appraisal, a field review, a   
desk review or an automated valuation model.                                    

      The WMC Guidelines permit mortgage loans with LTVs and CLTVs (in the
case of mortgaged properties which secure more than one mortgage loan) of up to 
100% (which is subject to reduction depending upon credit-grade, loan amount and
property type). In general, loans with greater documentation standards are      
eligible for higher LTV and CLTV limits across all risk categories. Under the   
WMC Guidelines, cash out on refinance mortgage loans is generally available, but
the amount is restricted for C grade loans.                                     

         All mortgage loans originated or purchased under the WMC Guidelines are
based on loan application packages submitted through mortgage brokerage         
companies or on loan files (which include loan application documentation)       
submitted by correspondents. 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 WMC for approval and funding. The   
mortgage brokerage companies receive a portion of the loan origination fee      
charged to the mortgagor at the time the loan is made and/or a yield-spread     
premium for services provided to the borrower. No single mortgage brokerage     
company accounts for more than 3%, measured by outstanding principal balance, of
the mortgage loans originated by WMC.                                           

     The WMC Guidelines require that the documentation accompanying each
mortgage loan application include, among other things, a tri-merge credit report
on the related applicant from a credit reporting company aggregator. The report 
typically contains information relating to such matters as credit history with  
local and national merchants and lenders, installment debt payments and any     
record of defaults, bankruptcy, repossession, suits or judgments. In most       
instances, WMC obtains a tri-merge credit score independent from the mortgage   
loan application from a credit reporting company aggregator. In the case of     
purchase money mortgage loans, WMC generally validates the source of funds for  
the down payment. In the case of mortgage loans originated under the Full       
Documentation category, the WMC Guidelines require documentation of income      
(which may consist of (1) a verification of employment form covering a specified
time period which varies with LTV, (2) two most recent pay stubs and one or two 
years of tax returns or W-2s, (3) verification of deposits and/or (4) bank      
statements) and telephonic verification. Under the Full-Alternative             
Documentation category, only one or two years of bank statements are required   
(depending upon the LTV) and telephonic verification of employment, under the   
Limited Documentation category only 12 months of bank statements (or a W-2 for  
the most current year and a current pay stub) are required, and under the Lite  
Documentation category only six months of bank statements (or a current pay stub
covering the six month period) are required. For mortgage loans originated under
the Stated Income/Verified Assets (Streamlined) Documentation category, WMC     
requires verification of funds equal to two months of principal, interest, taxes
and insurance, sourced and seasoned for at least sixty days. In the case of     
mortgage loans originated under the Stated Income Documentation and Stated      
Income/Verified Assets (Streamlined) Documentation categories, the WMC          
Guidelines require (1) that income be stated on the application, accompanied by 
proof of self employment in the case of self-employed individuals, (2) that a   
WMC pre-funding auditor conduct telephonic verification of                      

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employment, or in the case of self-employed individuals, telephonic verification
of business line and (3) that stated income be consistent with type of work     
listed on the application.                                                      

        The general collateral requirements in the WMC Guidelines specify that
a mortgaged property not have a condition rating of lower than "average."       
Deferred maintenance costs may generally not exceed $1,500. Each appraisal      
includes a market data analysis based on recent sales of comparable homes in the
area. The general collateral requirements in the WMC Guidelines specify         
conditions and parameters relating to zoning, land-to-improvement ratio, special
hazard zones, neighborhood property value trends, whether the property site is  
too isolated, whether the property site is too close to commercial businesses,  
whether the property site is rural, city or suburban, whether the property site 
is typical for the neighborhood in which it is located and whether the property 
site is sufficient in size and shape to support all improvements.               

    The WMC Guidelines are less stringent than the standards generally
acceptable to Fannie Mae and Freddie Mac with regard to the mortgagor's credit  
standing, Debt Ratios, documentation programs, and in certain other respects.   
Mortgagors who qualify under the WMC Guidelines may 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 WMC Guidelines establish the   
maximum permitted LTV for each loan type based upon these and other risk        
factors.                                                                        

       WMC requires that mortgage loans have title insurance (which can be a
short form title insurance policy for some piggyback second lien mortgage loans 
acquired from correspondent lenders) and be secured by liens on real property.  
Some second lien mortgage loans purchased from correspondent lenders and which  
have an original principal balance of $50,000 or less do not have title         
insurance. WMC also requires that fire and extended coverage casualty insurance 
be maintained on the mortgaged property in an amount equal to the greater of    
full replacement or the amount of all mortgage liens on such mortgaged property.
In addition, flood insurance is obtained where applicable and a tax service is  
used to monitor the payment of property taxes on all loans.                     

        Risk Categories. Under the WMC 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 LTV, maximum loan amount and the allowed use of loan proceeds given   
the borrower's mortgage payment history, the borrower's consumer credit history,
the borrower's liens/charge-offs/bankruptcy history, the borrower's Debt Ratio, 
the borrower's use of proceeds (purchase or refinance), the documentation type  
and other factors. In general, higher credit risk mortgage loans are graded in  
categories that require lower Debt Ratios and permit more (or more recent) major
derogatory credit items such as outstanding judgments or prior bankruptcies. Tax
liens are not considered in determining risk category (but must be paid off or  
subordinated by the taxing authority in all circumstances); and derogatory      
medical collections are not considered in determining risk category and are not 
required to be paid off. The WMC Guidelines specify the following risk          
categories and associated criteria for grading the potential likelihood that an 
applicant will satisfy the repayment obligations of a mortgage loan. However, as
described above, the following are guidelines only, and exceptions are made on a
case-specific basis. In addition, variations of the following criteria are      
applicable under the programs established by WMC for the origination of jumbo   
loans in excess of $650,000 and for the origination of mortgage loans secured by
mortgages on condominiums, vacation and second homes, manufactured housing and  
two- to four-family properties. Jumbo loans are originated under all            
documentation programs to borrowers with minimum Credit Scores of 620, a maximum
Debt Ratio of 50% and who satisfy other requirements as set forth in the WMC    
Guidelines. WMC sometimes has special loan programs which increase the maximum  
principal balance limit for jumbo loans provided the borrowers meet other credit
criteria.                                                                       

Risk Category "AA".                                           

        Maximum loan amount: $650,000 for Full Documentation, Full-Alternative
Documentation, and Limited Documentation (owner-occupied mortgaged property);   
$550,000 for Lite Documentation (owner-occupied mortgaged property); $500,000   
for Stated Income Documentation (Self-Employed) and Stated                      

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Income Documentation (Wage Earner) (owner-occupied mortgaged property); $550,000
for Full Documentation and Full-Alternative Documentation (non-owner-occupied   
mortgaged property); $500,000 for Limited Documentation (non-owner-occupied     
mortgaged property); $450,000 for Lite Documentation (non-owner-occupied        
mortgaged property); and $400,000 for Stated Income Documentation               
(Self-Employed) and Stated Income (Wage Earner) Documentation                   
(non-owner-occupied mortgaged property).                                        

  Mortgage payment history: No delinquency during the preceding 12
months.                                                                         

      Consumer credit history: Minimum Credit Score of 640, minimum 2 year
credit history with activity on at least one trade account in the last 12       
months.                                                                         

      Liens/charge-offs: If any derogatory credit item, judgment, or state
and federal lien is over $5,000, including collections and charge-offs, and is  
dated within the 24 months prior to the date that the credit report is pulled,  
such item, judgment or lien must be paid (or $10,000 with a Credit Score of 660 
or above). All adverse items on title must be paid at or prior to closing.      

     Bankruptcy: Permitted if discharged two years or more prior to loan
application (for borrowers with a Credit Score above 660, a shorter bankruptcy  
seasoning period is allowed).                                                   

    Notice of default ("NOD")/foreclosures: Permitted if discharged or
cured two years or more prior to loan application.                              

Maximum LTV: 100% for Full Documentation and Full-Alternative 
Documentation with a maximum loan amount of $500,000 and a Credit Score of 620  
and above (owner-occupied mortgaged property); 100% or Limited Documentation,   
Lite Documentation and Express Documentation with a maximum loan amount of      
$333,700 and a Credit Score of 640 and above (owner-occupied mortgaged          
property); 100% for Stated Income Documentation (Self-Employed) and Stated      
Income Documentation (Wage Earner) with a maximum loan amount of $333,700 and a 
Credit Score of 660 and above (owner-occupied mortgaged property); 95% for Full 
Documentation, Full-Alternative Documentation, Limited Documentation and Lite   
Documentation with a maximum loan amount of $650,000 and a minimum Credit Score 
of 640 (owner-occupied mortgaged property); 95% for Stated Income Documentation 
(Self-Employed) and 80% for Stated Income Documentation (Wage Earner) with a    
maximum loan amount of $500,000 and a minimum Credit Score of 640               
(owner-occupied mortgaged property); 90% for Full Documentation and             
Full-Alternative Documentation (non-owner-occupied mortgaged property); 85% for 
Limited Documentation (non-owner-occupied mortgaged property); and 80% for Lite 
Documentation and Stated Income Documentation (Self-Employed). Stated Income    
Documentation (Wage Earner) is not available on non-owner-occupied mortgaged    
property.                                                                       

       Maximum debt ratio: Limited to 55% for all documentation types except
Stated Income Documentation, which is limited to 50%.                           

Risk Category "A".                                            

Maximum loan amount: $650,000 for Full Documentation and      
Full-Alternative Documentation (owner-occupied mortgaged property); $550,000 for
Limited Documentation (owner-occupied mortgaged property); $500,000 for Lite    
Documentation (owner-occupied mortgaged property); $450,000 for Stated Income   
Documentation (Self-Employed) and Stated Income Documentation (Wage Earner)     
(owner-occupied mortgaged property); $375,000 for Full Documentation and        
Full-Alternative Documentation (non-owner-occupied mortgaged property); $325,000
for Limited Documentation (non-owner-occupied mortgaged property); $300,000 for 
Lite Documentation, non-owner-occupied mortgaged property (non-owner-occupied   
mortgaged property); and $200,000 for Stated Income Documentation               
(Self-Employed) (non-owner-occupied mortgaged property). Stated Income (Wage    
Earner) Documentation is not permitted for non-owner-occupied mortgaged         
property.                                                                       

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       Mortgage payment history: Not more than one 30-day delinquency during
the preceding 12 months, and no 60-day delinquencies during the preceding 12    
months (no 30-day delinquencies during preceding 12 months permitted for LTV of 
95% or greater).                                                                

      Consumer credit history: Minimum Credit Score of 600, minimum 2 year
credit history with activity on at least one trade account in the last 12       
months. For loans with a LTV over 90%, at least three reported tradelines with  
one open account must be active in the last 12 months.                          

      Liens/charge-offs: If any derogatory credit item, judgment, or state
and federal lien is over $5,000, including collections and charge-offs, and is  
dated within the 24 months prior to the date that the credit report is pulled,  
such item, judgment or lien must be paid (or $10,000 with a Credit Score of 660 
or above). All adverse items on title must be paid at or prior to closing.      

     Bankruptcy: Permitted if discharged two years or more prior to loan
application (for borrowers with a Credit Score above 660, a shorter bankruptcy  
seasoning period is permitted).                                                 

       NODs/foreclosures: Permitted if discharged or cured two years or more
prior to loan application.                                                      

         Maximum LTV: 95% for Full Documentation, Full-Alternative Documentation
and Limited Documentation, (owner-occupied mortgaged property); 90% for Lite    
Documentation, Stated Income Documentation (Self-Employed) (owner-occupied      
mortgaged property); 80% Stated Income Documentation (Wage Earner)              
(owner-occupied mortgaged property); 85% for Full Documentation, Express        
Documentation, Full-Alternative Documentation and Limited Documentation         
(non-owner-occupied mortgaged property); 80% for Lite Documentation             
(non-owner-occupied mortgaged property); and 75% for Stated Income Documentation
(Self-Employed) (non-owner-occupied mortgaged property). Stated Income          
Documentation (Wage Earner) is not permitted on non-owner-occupied mortgaged    
property.                                                                       

Maximum debt ratio: Limited to 55% (50% for Stated Income     
Documentation).                                                                 

Risk Category "A-".                                           

        Maximum loan amount: $650,000 for Full Documentation, Full-Alternative
Documentation (owner-occupied mortgaged property); $475,000 for Limited         
Documentation (owner-occupied mortgaged property); $450,000 for Lite            
Documentation (owner-occupied mortgaged property); $400,000 for Stated Income   
Documentation (Self-Employed) and Stated Income Documentation (Wage Earner)     
(owner-occupied mortgaged property); $350,000 for Full Documentation and        
Full-Alternative Documentation (non-owner-occupied mortgaged property); $300,000
for Lite Documentation (non-owner-occupied mortgaged property); $325,000 for    
Limited Documentation (non-owner-occupied mortgaged property); and $200,000 for 
Stated Income Documentation (Self-Employed) (non-owner-occupied mortgaged       
property).                                                                      

         Mortgage payment history: Not more than two 30-day delinquencies during
the preceding 12 months (a rolling 30-day delinquency counts as only one such   
delinquency). No 30-day delinquencies permitted for LTVs of 90% or higher.      

      Consumer credit history: Minimum Credit Score of 580; minimum 2 year
credit history with activity on at least one trade account in the last 12       
months.                                                                         

      Liens/charge-offs: If any derogatory credit item, judgment, or state
and federal lien is over $5,000, including collections and charge-offs, and is  
dated within the 12 months prior to the date that the credit report is pulled,  
such item, judgment or lien must be paid (or $10,000 with a Credit Score of 660 
or above). All adverse items on title must be paid at or prior to closing.      

     Bankruptcy: Permitted if discharged two years or more prior to loan
application (for borrowers with a Credit Score above 660, a shorter bankruptcy  
seasoning period is allowed).                                                   

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       NODs/foreclosures: Permitted if discharged or cured two years or more
prior to application.                                                           

Maximum LTV: 95% for Full Documentation and Full-Alternative  
Documentation (owner-occupied mortgaged property); 95% for Limited Documentation
(owner-occupied mortgaged property); 90% for Lite Documentation (owner-occupied 
mortgaged property); 80% for Stated Income Documentation (Self-Employed)        
(owner-occupied mortgaged property); 70% for Stated Income Documentation (Wage  
Earner) (owner-occupied mortgaged property); 80% for Full Documentation,        
Full-Alternative Documentation and Limited Documentation (non-owner-occupied    
mortgaged property); 80% for Lite Documentation (non-owner-occupied mortgaged   
property); and 75% for Stated Income Documentation (Self-Employed)              
(non-owner-occupied mortgaged property). Stated Income Documentation (Wage      
Earner) is not permitted for non-owner-occupied mortgaged property.             

Maximum debt ratio: Limited to 50%.                           

Risk Category "B+".                                           

Maximum loan amount: $650,000 for Full Documentation, Express 
Documentation, and Full-Alternative Documentation (owner-occupied mortgaged     
property); $425,000 for Limited Documentation (owner-occupied mortgaged         
property); $375,000 for Lite Documentation (owner-occupied mortgaged property); 
$350,000 for Stated Income Documentation (Self Employed) and Stated Income      
Documentation (Wage Earner) (owner-occupied mortgaged property); $300,000 for   
Full Documentation and Full-Alternative Documentation (non-owner-occupied       
mortgaged property); $250,000 for Limited Documentation (non-owner-occupied     
mortgaged property); $225,000 for Lite Documentation (non-owner-occupied        
mortgaged property); and $200,000 for Stated Income Documentation               
(Self-Employed) (non-owner-occupied mortgaged property). Stated Income          
Documentation (Wage Earner) is not permitted for non-owner-occupied mortgaged   
property.                                                                       

    Mortgage payment history: Not more than three 30-day delinquencies
during the preceding 12 months (a rolling 30-day delinquency counts as only one 
such delinquency). For any loan with an LTV of 85% or greater, no 30-day        
delinquencies during the preceding 12 months is permitted.                      

      Consumer credit history: Minimum Credit Score of 550, minimum 2 year
credit history with activity on at least one trade account in the last 12       
months.                                                                         

      Liens/charge-offs: If any derogatory credit item, judgment, or state
and federal lien is over $5,000, including collections and charge-offs, and is  
dated within the 12 months prior to the date that the credit report is pulled,  
such item, judgment or lien must be paid (or $10,000 with a Credit Score of 660 
or above). All adverse items on title must be paid at or prior to closing.      

     Bankruptcy: Permitted if discharged 18 months or more prior to loan
application.                                                                    

       NODs/foreclosures: Permitted if cured or discharged 18 months or more
prior to application.                                                           

Maximum LTV: 90% for Full Documentation, Full-Alternative     
Documentation, and Limited Documentation (owner-occupied mortgaged property);   
80% for Lite Documentation (owner-occupied mortgaged property); 75% for Stated  
Income Documentation (Self-Employed) (owner-occupied mortgaged property); 70%   
Stated Income Documentation (Wage Earner) (owner-occupied mortgaged property);  
75% for Full Documentation, Full-Alternative Documentation and Limited          
Documentation (non-owner-occupied mortgaged property); 70% for Lite             
Documentation (non-owner-occupied mortgaged property); and 65% for Stated Income
Documentation and Stated Income/Verified Assets (Streamlined) Documentation     
(non-owner-occupied mortgaged property).                                        

Maximum debt ratio: Limited to 50%.                           

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Risk Category "B".                                            

Maximum loan amount: $500,000 for Full Documentation and      
Full-Alternative Documentation (owner-occupied mortgaged property); $375,000 for
Limited Documentation (owner-occupied mortgaged property); $350,000 for Lite    
Documentation (owner-occupied mortgaged property); $335,000 for Stated Income   
Documentation (Self-Employed) (owner-occupied mortgaged property); $275,000 for 
Full Documentation and Full-Alternative Documentation (non-owner-occupied       
mortgaged property); $225,000 for Limited Documentation (non-owner-occupied     
mortgaged property); and $200,000 for Lite Documentation and Stated Income      
Documentation (Self-Employed) (non-owner-occupied mortgaged property). Stated   
Income Documentation (Wage Earner) is not permitted for owner or                
non-owner-occupied mortgaged property.                                          

       Mortgage payment history: One 60-day delinquency during the preceding
12 months.                                                                      

     Consumer credit history: Minimum Credit Score of 500 with a minimum
credit history of 2 years and minimum of one reported trade account with        
activity in last 12 months (minimum score of 520 required for LTVs of 85%).     

      Liens/charge-offs: If any derogatory credit item, judgment, or state
and federal lien is over $5,000, including collections and charge-offs, and is  
dated within the 12 months prior to the date that the credit report is pulled,  
such item, judgment or lien must be paid (or $10,000 with a Credit Score of 660 
or above). All adverse items on title must be paid at or prior to closing.      

     Bankruptcy: Permitted if discharged 12 months or more prior to loan
application.                                                                    

       NODs/foreclosures: Permitted if cured or discharged 12 months or more
prior to loan application.                                                      

         Maximum LTV: 80% for Full Documentation, Full-Alternative Documentation
and Limited Documentation (85% maximum LTV if the borrower has no 60-day late   
payments on a mortgage loan in the preceding 12 months and a minimum Credit     
Score of 520) (owner-occupied mortgaged property); 80% for Lite Documentation   
(owner-occupied mortgaged property); 75% for Stated Income Documentation        
(Self-Employed) only (owner-occupied mortgaged property) (Stated Income         
Documentation (Wage Earner) is not permitted on owner-occupied mortgaged        
property); 70% for Full Documentation, Full-Alternative Documentation and       
Limited Documentation (non-owner-occupied mortgaged property); and 65% for Lite 
Documentation (non-owner-occupied mortgaged property). Stated Income            
Documentation (Self-Employed) and Stated Income Documentation (Wage Earner) are 
not available on non-owner-occupied mortgaged property.                         

Maximum debt ratio: Limited to 50%.                           

Risk Category "C".                                            

Maximum Loan Amount: $500,000 for Full Documentation and      
Full-Alternative Documentation (owner-occupied mortgaged property); $335,000 for
Limited Documentation, Lite Documentation and Stated Income Documentation       
(Self-Employed) (owner-occupied mortgaged property); $250,000 for Full          
Documentation and Full-Alternative Documentation (non-owner-occupied mortgaged  
property); and $200,000 for Limited Documentation and Lite Documentation        
(non-owner-occupied mortgaged property). No Stated Income Documentation (Wage   
Earner) or Stated Income/Verified Assets (Streamlined) Documentation program is 
available for non-owner-occupied mortgaged property.                            

  Mortgage payment history: No more than two 60-day and one 90-day
delinquencies are allowed in the preceding 12 months (rolling 30-day lates are  
accepted).                                                                      

         Consumer credit history: Minimum Credit Score of 500 with 2 year credit
history and one reported trade account with activity in the last 12 months.     

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      Liens/charge-offs: If any derogatory credit item, judgment, or state
and federal lien is over $5,000, including collections and charge-offs, and is  
dated within the 12 months prior to the date that the credit report is pulled,  
such item, judgment or lien must be paid (or $10,000 with a Credit Score of 660 
or above). All adverse items on title must be paid at or prior to closing.      

     Bankruptcy: Permitted if discharged 12 months or more prior to loan
application.                                                                    

       NODs/foreclosures: Permitted if discharged or cured 12 months or more
prior to loan application.                                                      

         Maximum LTV: 85% for Full Documentation, Full-Alternative Documentation
and Limited Documentation (80% maximum LTV if the borrower has no 90-day late   
payments and no more than two 60-day late payments on a mortgage loan in the    
preceding 12 months) (owner-occupied mortgaged property); 80% for Lite          
Documentation (owner-occupied mortgaged property); 75% for Stated Income        
Documentation (Self-Employed) (owner-occupied mortgaged property); 70% for Full 
Documentation, Full-Alternative Documentation and Limited Documentation         
(non-owner-occupied mortgaged property); and 60% for Lite Documentation         
(non-owner-occupied mortgaged property). No Stated Income Documentation (Wage   
Earner) or Stated Income/Verified Assets (Streamlined) Documentation program is 
available for non-owner-occupied mortgaged property.                            

Maximum debt ratio: Limited to 50%.                           

   The WMC Guidelines described above are a general summary of WMC's
underwriting guidelines and do not purport to be a complete description of the  
underwriting standards of WMC.                                                  

 YIELD ON THE CERTIFICATES

CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST                                   

     When a principal prepayment in full is made on a mortgage loan, the
mortgagor is charged interest only for the period from the due date of the      
preceding monthly payment up to the date of the prepayment, instead of for a    
full month. When a partial principal prepayment is made on a mortgage loan, the 
mortgagor is not charged interest on the amount of the prepayment for the month 
in which the prepayment is made. In addition, the application of the Relief Act 
or any state law providing for similar relief to any mortgage loan will         
adversely affect, for an indeterminate period of time, the ability of the       
servicer to collect full amounts of interest on these mortgage loans. See "Legal
Aspects of Mortgage Loans--Servicemembers Civil Relief Act" in the prospectus.  
Countrywide Servicing is required to cover any shortfall in interest collections
that is attributable to prepayments in full or in part on the Countrywide       
Mortgage Loans, but only in an aggregate amount each month up to the lesser of  
(a) one-twelfth of the product of (i) 0.25% and (ii) the stated principal       
balance of such mortgage loans and (b) the aggregate servicing fee actually     
received for the applicable month for such mortgage loans. HomEq is required to 
cover any shortfall in interest collections that is attributable to prepayments 
in full on the HomEq Mortgage Loans occurring during the portion of the related 
Prepayment Period ending on the last day of the calendar month preceding the    
related distribution date, but only in an amount equal to the product of (a) the
mortgage rate for such mortgage loan (net of the servicing fee rate), (b) the   
amount of the principal prepayment for such mortgage loan, (c) 1/360 and (d) the
number of days commencing on the date on which such principal prepayment was    
applied and ending on the last day of the calendar month preceding such         
distribution date. JPMorgan is required to cover any shortfall in interest      
collections that is attributable to prepayments in full or in part on the       
JPMorgan Mortgage Loans, but only in an aggregate amount each month up to the   
aggregate servicing fee actually received for the applicable month for such     
mortgage loans. The effect of any principal prepayments on the mortgage loans,  
to the extent that any Prepayment Interest Shortfalls exceed Compensating       
Interest, and the effect of any shortfalls resulting from the application of the
Relief Act or any state law providing for similar relief, will be to reduce the 
aggregate amount of interest collected that is available for distribution to    
holders of the certificates. Any such shortfalls will be allocated among the    
certificates as provided under "Description of the Certificates--Interest       
Distributions" in this prospectus supplement                                    

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GENERAL PREPAYMENT CONSIDERATIONS                                               

         The yields to maturity of the offered certificates will be sensitive to
defaults on the related mortgage loans. If a purchaser of an offered certificate
calculates its anticipated yield based on an assumed rate of default and amount 
of losses that is lower than the default rate and amount of losses actually     
incurred, its actual yield to maturity may be lower than that so calculated. In 
general, the earlier a loss occurs, the greater the effect on an investor's     
yield to maturity. There can be no assurance as to the delinquency, foreclosure 
or loss experience with respect to the mortgage loans. Because the mortgage     
loans were underwritten in accordance with standards less stringent than those  
generally acceptable to Fannie Mae and Freddie Mac with regard to a borrower's  
credit standing and repayment ability, the risk of delinquencies with respect   
to, and losses on, the mortgage loans will be greater than that of mortgage     
loans underwritten in accordance with Fannie Mae and Freddie Mac standards.     

      The rate of principal payments, the aggregate amount of payments and
the yields to maturity of the offered certificates will be related to the rate  
and timing of payments of principal on the related mortgage loans. The rate of  
principal payments on the adjustable-rate mortgage loans will in turn be        
affected by the amortization schedules of such mortgage loans as they change    
from time to time to accommodate changes in the mortgage rates and by the rate  
of principal prepayments on the mortgage loans. The rate of principal           
prepayments on the mortgage loans will be affected by payments resulting from   
refinancings, liquidations of the mortgage loans due to defaults, casualties,   
condemnations and repurchases (whether optional or required), by an originator  
or the seller, as the case may be. All of the mortgage loans contain due-on-sale
clauses. The mortgage loans may be prepaid by the mortgagors at any time;       
however, as described under "The Mortgage Pool" in this prospectus supplement,  
with respect to approximately 69.47% of the Group I Mortgage Loans and          
approximately 69.49% of the Group II Mortgage Loans (in each case, by aggregate 
principal balance of the related loan group as of the cut-off date) and         
approximately 69.49% of the mortgage loans (by aggregate principal balance of   
the mortgage loans as of the cut-off date), a prepayment may subject the related
mortgagor to a prepayment charge.                                               

      Prepayments, liquidations and repurchases of the mortgage loans will
result in distributions in respect of principal to the holders of the class or  
classes of Floating Rate Certificates then entitled to receive distributions    
that otherwise would be distributed over the remaining terms of the mortgage    
loans. Since the rates of payment of principal on the mortgage loans will depend
on future events and a variety of factors, no assurance can be given as to that 
rate or the rate of principal prepayments. The extent to which the yield to     
maturity of any class of offered certificates may vary from the anticipated     
yield will depend upon the degree to which the offered certificates are         
purchased at a discount or premium and the degree to which the timing of        
distributions on the offered certificates is sensitive to prepayments on the    
mortgage loans. Further, an investor should consider, in the case of any        
Floating Rate Certificates purchased at a discount, the risk that a slower than 
assumed rate of principal payments on the mortgage loans could result in an     
actual yield to the investor that is lower than the anticipated yield. In the   
case of any Floating Rate Certificates purchased at a premium, investors should 
consider the risk that a faster than assumed rate of principal payments could   
result in an actual yield to the investor that is lower than the anticipated    
yield.                                                                          

  It is highly unlikely that the mortgage loans will prepay at any
constant rate until maturity or that all of the mortgage loans will prepay at   
the same rate. Moreover, the timing of prepayments on the mortgage loans may    
significantly affect the yield to maturity on the offered certificates, even if 
the average rate of principal payments experienced over time is consistent with 
an investor's expectation. In most cases, the earlier a prepayment of principal 
is made on the mortgage loans, the greater the effect on the yield to maturity  
of the offered certificates. As a result, the effect on an investor's yield of  
principal distributions occurring at a rate higher or lower than the rate       
assumed by the investor during the period immediately following the issuance of 
the offered certificates would not be fully offset by a subsequent like         
reduction or increase in the rate of principal distributions.                   

    The rate of payments (including prepayments), on pools of mortgage
loans is influenced by a variety of economic, geographic, social and other      
factors, including changes in mortgagors' housing needs, job                    

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transfers, unemployment, mortgagors' net equity in the mortgaged properties and 
servicing decisions. If prevailing mortgage rates fall significantly below the  
mortgage rates on the mortgage loans, the rate of prepayment and refinancing    
would be expected to increase. Conversely, if prevailing mortgage rates rise    
significantly above the mortgage rates on the mortgage loans, the rate of       
prepayment on the mortgage loans would be expected to decrease. The prepayment  
experience of the delayed first adjustment mortgage loans may differ from that  
of the other mortgage loans. The delayed first adjustment mortgage loans may be 
subject to greater rates of prepayments as they approach their initial          
adjustment dates even if market interest rates are only slightly higher or lower
than the mortgage rates on the delayed first adjustment mortgage loans as       
borrowers seek to avoid changes in their monthly payments. In addition, the     
existence of the applicable periodic rate caps, maximum mortgage rates and      
minimum mortgage rates with respect to the adjustable-rate mortgage loans may   
affect the likelihood of prepayments resulting from refinancings. There can be  
no certainty as to the rate of prepayments on the mortgage loans in the mortgage
pool during any period or over the life of the offered certificates.            
Furthermore, the interest-only feature of the interest only mortgage loans may  
reduce the perceived benefits of refinancing to take advantage of lower market  
interest rates or to avoid adjustments in the mortgage rates. However, as a     
mortgage loan with such a feature nears the end of its interest-only period, the
borrower may be more likely to refinance the mortgage loan, even if market      
interest rates are only slightly less than the mortgage rate in order to avoid  
the increase in the monthly payments to amortize the mortgage loan over its     
remaining life. See "Yield Considerations" and "Maturity and Prepayment         
Considerations" in the prospectus.                                              

      Because principal distributions prior to the Stepdown Date or when a
Trigger Event is in effect are distributed to more senior classes of Floating   
Rate Certificates before other classes, and because distributions of principal  
to the Class A Certificates will be allocated among the classes of Class A      
Certificates in accordance with the priorities described under "Description of  
the Certificates--Principal Distributions," holders of classes of Floating Rate 
Certificates having a later distribution priority bear a greater risk of losses 
than holders of classes having earlier distribution priorities. As a result, the
Floating Rate Certificates having later distribution priority will represent an 
increasing percentage of the obligations of the trust during the period prior to
the commencement of distributions of principal on these certificates.           

      Defaults on mortgage loans may occur with greater frequency in their
early years. In addition, default rates may be higher for mortgage loans used to
refinance an existing mortgage loan. In the event of a mortgagor's default on a 
mortgage loan, there can be no assurance that recourse will be available beyond 
the specific mortgaged property pledged as security for repayment or that the   
value of the mortgaged property will be sufficient to cover the amount due on   
the mortgage loan. Any recovery made on a defaulted mortgage loan in the absence
of realized losses will have a similar effect on the holders of the Floating    
Rate Certificates as a prepayment of those mortgage loans.                      

SPECIAL YIELD CONSIDERATIONS                                                    

        The mortgage rates on the fixed-rate mortgage loans are fixed and will
not vary with any index, and the mortgage rates on the adjustable-rate mortgage 
loans, adjust semi-annually based upon six-month LIBOR, subject to periodic and 
lifetime limitations and after an initial period of six months, two, three or   
five years after origination. The pass-through rates on the Floating Rate       
Certificates will adjust monthly based upon one-month LIBOR determined as       
described in this prospectus supplement, subject to the related Net WAC         
Pass-Through Rate, with the result that increases in the pass-through rate on   
the Floating Rate Certificates may be limited by the related Net WAC            
Pass-Through Rate for extended periods in a rising interest rate environment.   
With respect to the adjustable-rate mortgage loans, six-month LIBOR and         
one-month LIBOR may respond differently to economic and market factors. Thus, it
is possible, for example, that if both one-month LIBOR and six-month LIBOR rise 
during the same period, one-month LIBOR may rise more rapidly than six-month    
LIBOR, potentially resulting in the application of the related Net WAC          
Pass-Through Rate on the related class of Floating Rate Certificates. In        
addition, if the mortgage loans with relatively higher mortgage rates prepay    
more rapidly than the mortgage loans with relatively lower mortgage rates, then 
the related Net WAC Pass-Through Rate will decrease, and the Floating Rate      
Certificates will be more likely to have their pass-through                     

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rates limited by the related Net WAC Pass-Through Rate. Application of the      
related Net WAC Pass-Through Rate would adversely affect the yield to maturity  
on the Floating Rate Certificates.                                              

        If the pass-through rate on any class of Floating Rate Certificates is
limited by the related Net WAC Pass-Through Rate for any distribution date, the 
resulting basis risk shortfalls may be recovered by the holders of such         
certificates on such distribution date or on future distribution dates, from the
proceeds of the applicable cap contracts and from Net Monthly Excess Cashflow,  
to the extent that on such distribution date or future distribution dates there 
are any available funds remaining after certain other distributions on the      
Floating Rate Certificates and the payment of certain fees and expenses of the  
trust. The ratings on the offered certificates will not address the likelihood  
of any such recovery of basis risk shortfalls by holders of those certificates. 

    As described under "Description of the Certificates--Allocation of
Losses," amounts otherwise distributable to holders of the Mezzanine            
Certificates and the Class CE Certificates may be made available to protect the 
holders of the Class A Certificates against interruptions in distributions due  
to certain mortgagor delinquencies, to the extent not covered by advances made  
by the servicers. Such delinquencies may affect the yield to investors in these 
certificates and, even if subsequently cured, will affect the timing of the     
receipt of distributions by the holders of these certificates.                  

WEIGHTED AVERAGE LIFE                                                           

     Weighted average life refers to the amount of time that will elapse
from the date of issuance of a security until each dollar of principal of that  
security will be distributed to the investor. The weighted average life of each 
class of the offered certificates will be influenced by the rate at which       
principal on the mortgage loans is paid. Principal payments on the mortgage     
loans may be in the form of scheduled payments or prepayments (including        
repurchases and prepayments of principal by the mortgagor), as well as amounts  
received by virtue of condemnation, insurance or foreclosure with respect to the
mortgage loans, and the timing of these payments.                               

   Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The model used in this prospectus supplement      
(referred to as the Prepayment Assumption in this prospectus supplement)        
assumes:                                                                        

(i) in the case of the fixed-rate mortgage loans, 100% of the 
Fixed-Rate Prepayment Vector. The Fixed-Rate Prepayment Vector assumes a        
constant prepayment rate, or CPR, of 4% per annum in the first month of the life
of such mortgage loans and an additional approximately 1.727% per annum         
(precisely 19%/11) in each month thereafter until the 12th month. Beginning in  
the 12th month and in each month thereafter during the life of such mortgage    
loans, the Fixed-Rate Prepayment Vector assumes a CPR of 23%; and               

     (ii) in the case of the adjustable-rate mortgage loans, 100% of the
Adjustable-Rate Prepayment Vector. The "Adjustable-Rate Prepayment Vector" means
(a) a CPR of 5% per annum in the first month of the life of such Mortgage Loans 
and an additional 2% per annum in each month thereafter until the 12th month,   
and then beginning in the 12th month and in each month thereafter until the 23rd
month, a CPR of 27% per annum, (b) beginning in the 24th month and in each month
thereafter until the 27th month, a CPR of 60% per annum and (c) beginning in the
28th month and in each month thereafter, a CPR of 30% per annum. However, the   
assumed prepayment rate for the adjustable-rate mortgage loans will not exceed  
85% CPR per annum in any period for any percentage of the Adjustable-Rate       
Prepayment Vector.                                                              

        CPR is a prepayment assumption that represents a constant assumed rate
of prepayment each month relative to the then outstanding principal balance of a
pool of mortgage loans for the life of such mortgage loans. The model does not  
purport to be either an historical description of the prepayment experience of  
any pool of mortgage loans or a prediction of the anticipated rate of prepayment
of any mortgage loans, including the mortgage loans to be included in the trust.

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 Each of the Prepayment Scenarios in the table below assumes the
respective percentages of the Prepayment Assumption.                            

       The tables entitled "Percent of Initial Certificate Principal Balance
Outstanding" indicate the percentage of the initial Certificate Principal       
Balance of the each class of the offered certificates that would be outstanding 
after each of the dates shown at the various percentages of the Prepayment      
Scenarios indicated and the corresponding weighted average lives of the offered 
certificates. The tables are based on the following modeling assumptions:       

o        the mortgage loans have the characteristics set forth in the table     
       entitled "Assumed Mortgage Loan Characteristics" which is attached as
Annex III to this prospectus supplement;                      

o        distributions on the offered certificates are received, in cash, on the
25th day of each month, commencing in October 2005;           

o        the mortgage loans prepay at the percentages of the Prepayment         
Assumption indicated in the applicable Prepayment Scenario;   

o        no defaults or delinquencies occur in the payment by mortgagors of     
       principal and interest on the mortgage loans and no shortfalls due to
the application of the Relief Act are incurred;               

o        none of the originators, the seller, the majority holder of the Class  
  CE Certificates or any other person purchases from the trust any
    mortgage loan under any obligation or option under the pooling and
        servicing agreement, except as indicated in the second footnote to the
tables;                                                       

o        scheduled monthly payments on the mortgage loans are received on the   
      first day of each month commencing in October 2005, and are computed
        prior to giving effect to any prepayments received in the prior month;

o        prepayments representing payment in full of individual mortgage loans  
    are received on the last day of each month commencing in September
2005, and include 30 days' interest on the mortgage loan;     

o        except with respect to the interest only mortgage loans, the scheduled 
   monthly payment for each mortgage loan is calculated based on its
     principal balance, mortgage rate and remaining amortization term so
         that the mortgage loan will amortize in amounts sufficient to repay the
   remaining principal balance of the mortgage loan by its remaining
amortization term;                                            

o        the certificates are purchased on September 13, 2005;                  

o        the sum of the Servicing Fee Rate and the Credit Risk Manager Fee Rate 
is 0.515% per annum;                                          

o        six-month LIBOR remains constant at 4.030% per annum and one-month     
     LIBOR remains constant at 3.59 % per annum and the mortgage rate on
       each adjustable-rate mortgage loan is adjusted on the next adjustment
     date and on subsequent adjustment dates, if necessary, to equal the
   applicable index plus the applicable gross margin, subject to the
applicable periodic rate cap and lifetime limitations;        

o        the certificate principal balances of the Class P Certificates and the 
Class X Certificates are $0.00; and                           

o        the monthly payment on each adjustable-rate mortgage loan is adjusted  
       on the due date immediately following the next adjustment date and on
        subsequent adjustment dates, if necessary, to equal a fully amortizing
monthly payment.                                              

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 PREPAYMENT SCENARIOS(1)

                                                        [Enlarge/Download Table]

                                      I           II            III           IV            V     
                                 ------------- ---------  --------------  ----------- ------------
                                                                                                  
Fixed-Rate Mortgage Loans:           0%           50%          100%          150%          200%   
Adjustable-Rate Mortgage Loans:      0%           50%          100%          150%          200%   

---------------                                                                 
(1)  Percentages of the Fixed-Rate Prepayment Vector in the case of the         
    fixed-rate mortgage loans and the Adjustable-Rate Prepayment Vector in the
case of the adjustable-rate mortgage loans.                           

       There will be discrepancies between the characteristics of the actual
mortgage loans in the mortgage pool and the characteristics assumed in preparing
the tables below. Any such discrepancy may have an effect upon the percentages  
of the initial Certificate Principal Balances outstanding, and the weighted     
average lives of the offered certificates. In addition, to the extent that the  
actual mortgage loans included in the mortgage pool will have characteristics   
that differ from those assumed in preparing the tables and since it is not      
likely the level of six-month LIBOR or one-month LIBOR will remain constant as  
assumed, the offered certificates may mature earlier or later than indicated by 
the tables. Based on the foregoing assumptions, the tables below indicate the   
weighted average lives of the offered certificates, and set forth the percentage
of the initial Certificate Principal Balances of the offered certificates that  
would be outstanding after each of the dates shown, at the various Prepayment   
Scenarios indicated. Neither the prepayment model used in this prospectus       
supplement nor any other prepayment model or assumption purports to be an       
historical description of prepayment experience or a prediction of the          
anticipated rate of prepayment of any pool of mortgage loans, including the     
mortgage loans included in the mortgage pool. Variations in the prepayment      
experience and the balance of the mortgage loans that prepay may increase or    
decrease the percentages of initial Certificate Principal Balance and weighted  
average lives shown in the tables. These variations may occur even if the       
average prepayment experience of all of the mortgage loans equals any of the    
specified percentages of the Prepayment Assumption.                             

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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING

                                                        [Enlarge/Download Table]

                                            CLASS A-1                                CLASS A-2A              
                               -------------------------------------     ----------------------------------- 
      DISTRIBUTION DATE        I        II      III     IV       V       I      II      III      IV       V  
      -----------------        -        --      ---     --       -       -      --      ---      --       -  
                                                                                                             
Initial Percentage..........   100%    100%     100%    100%     100%    100%    100%   100%     100%    100%
September 25, 2006..........    99      86       73      59       45      98      68     37        5       0 
September 25, 2007..........    98      64       34       8        0      96      19      0        0       0 
September 25, 2008..........    98      50       15       0        0      95       0      0        0       0 
September 25, 2009..........    97      39       15       0        0      93       0      0        0       0 
September 25, 2010..........    96      31       12       0        0      91       0      0        0       0 
September 25, 2011..........    95      27        9       0        0      89       0      0        0       0 
September 25, 2012..........    94      23        6       0        0      86       0      0        0       0 
September 25, 2013..........    93      19        4       0        0      83       0      0        0       0 
September 25, 2014..........    91      16        3       0        0      79       0      0        0       0 
September 25, 2015..........    90      14        2       0        0      76       0      0        0       0 
September 25, 2016..........    88      12        2       0        0      71       0      0        0       0 
September 25, 2017..........    86      10        1       0        0      67       0      0        0       0 
September 25, 2018..........    84       8        1       0        0      62       0      0        0       0 
September 25, 2019..........    81       7        *       0        0      56       0      0        0       0 
September 25, 2020..........    69       5        0       0        0      30       0      0        0       0 
September 25, 2021..........    66       4        0       0        0      24       0      0        0       0 
September 25, 2022..........    63       3        0       0        0      17       0      0        0       0 
September 25, 2023..........    60       3        0       0        0       9       0      0        0       0 
September 25, 2024..........    56       2        0       0        0       1       0      0        0       0 
September 25, 2025..........    52       2        0       0        0       0       0      0        0       0 
September 25, 2026..........    48       1        0       0        0       0       0      0        0       0 
September 25, 2027..........    43       1        0       0        0       0       0      0        0       0 
September 25, 2028..........    38       1        0       0        0       0       0      0        0       0 
September 25, 2029..........    34       1        0       0        0       0       0      0        0       0 
September 25, 2030..........    30       *        0       0        0       0       0      0        0       0 
September 25, 2031..........    26       *        0       0        0       0       0      0        0       0 
September 25, 2032..........    22       0        0       0        0       0       0      0        0       0 
September 25, 2033..........    18       0        0       0        0       0       0      0        0       0 
September 25, 2034..........    13       0        0       0        0       0       0      0        0       0 
September 25, 2035..........     0       0        0       0        0       0       0      0        0       0 
Weighted Average Life to                                                                                     
Maturity in Years(1)........ 19.91    4.89     2.40    1.27     1.04   12.86    1.46   0.90     0.66    0.53 
Weighted Average Life to                                                                                     
Optional Termination in                                                                                      
Years(1)(2)................. 19.91    4.61     2.22    1.27     1.04   12.86    1.46   0.90     0.66    0.53 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING

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                                            CLASS A-2B                               CLASS A-2C              
                               -------------------------------------     ----------------------------------- 
      DISTRIBUTION DATE        I        II      III     IV       V       I      II      III      IV       V  
      -----------------        -        --      ---     --       -       -      --      ---      --       -  
                                                                                                             
Initial Percentage..........   100%    100%     100%    100%    100%    100%    100%    100%     100%    100%
September 25, 2006..........   100     100      100     100      58     100     100     100      100     100 
September 25, 2007..........   100     100       21       0       0     100     100     100        0       0 
September 25, 2008..........   100      80        0       0       0     100     100      26        0       0 
September 25, 2009..........   100      38        0       0       0     100     100      26        0       0 
September 25, 2010..........   100      12        0       0       0     100     100       6        0       0 
September 25, 2011..........   100       0        0       0       0     100      91       0        0       0 
September 25, 2012..........   100       0        0       0       0     100      67       0        0       0 
September 25, 2013..........   100       0        0       0       0     100      47       0        0       0 
September 25, 2014..........   100       0        0       0       0     100      29       0        0       0 
September 25, 2015..........   100       0        0       0       0     100      14       0        0       0 
September 25, 2016..........   100       0        0       0       0     100       1       0        0       0 
September 25, 2017..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2018..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2019..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2020..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2021..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2022..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2023..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2024..........   100       0        0       0       0     100       0       0        0       0 
September 25, 2025..........    88       0        0       0       0     100       0       0        0       0 
September 25, 2026..........    72       0        0       0       0     100       0       0        0       0 
September 25, 2027..........    55       0        0       0       0     100       0       0        0       0 
September 25, 2028..........    35       0        0       0       0     100       0       0        0       0 
September 25, 2029..........    19       0        0       0       0     100       0       0        0       0 
September 25, 2030..........     6       0        0       0       0     100       0       0        0       0 
September 25, 2031..........     0       0        0       0       0      88       0       0        0       0 
September 25, 2032..........     0       0        0       0       0      63       0       0        0       0 
September 25, 2033..........     0       0        0       0       0      35       0       0        0       0 
September 25, 2034..........     0       0        0       0       0       6       0       0        0       0 
September 25, 2035..........     0       0        0       0       0       0       0       0        0       0 
Weighted Average Life to                                                                                     
Maturity in Years(1)........ 22.31    3.88     1.94    1.48    1.12   27.50    8.08    3.25     1.88    1.61 
Weighted Average Life to                                                                                     
Optional Termination in                                                                                      
Years(1)(2)................. 22.31    3.88     1.94    1.48    1.12   27.50    8.08    3.25     1.88    1.61 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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                                            CLASS A-2D                                CLASS M-1               
                               ------------------------------------     ------------------------------------- 
      DISTRIBUTION DATE        I        II      III     IV       V       I      II      III      IV       V   
      -----------------        -        --      ---     --       -       -      --      ---      --       -   
                                                                                                              
Initial Percentage..........   100%    100%     100%    100%    100%    100%    100%    100%     100%     100%
September 25, 2006..........   100     100      100     100     100     100     100     100      100      100 
September 25, 2007..........   100     100      100      71       0     100     100     100      100       36 
September 25, 2008..........   100     100      100       0       0     100     100     100       76       36 
September 25, 2009..........   100     100      100       0       0     100     100      88       76       36 
September 25, 2010..........   100     100      100       0       0     100      90      36       76       30 
September 25, 2011..........   100     100       78       0       0     100      76      25       55       10 
September 25, 2012..........   100     100       56       0       0     100      65      18       32        0 
September 25, 2013..........   100     100       40       0       0     100      55      13       18        0 
September 25, 2014..........   100     100       28       0       0     100      47       9        5        0 
September 25, 2015..........   100     100       20       0       0     100      40       7        0        0 
September 25, 2016..........   100     100       15       0       0     100      33       5        0        0 
September 25, 2017..........   100      86       10       0       0     100      28       3        0        0 
September 25, 2018..........   100      72        7       0       0     100      24       1        0        0 
September 25, 2019..........   100      61        4       0       0     100      20       0        0        0 
September 25, 2020..........   100      44        0       0       0     100      14       0        0        0 
September 25, 2021..........   100      37        0       0       0     100      12       0        0        0 
September 25, 2022..........   100      30        0       0       0     100      10       0        0        0 
September 25, 2023..........   100      25        0       0       0     100       8       0        0        0 
September 25, 2024..........   100      21        0       0       0     100       7       0        0        0 
September 25, 2025..........   100      17        0       0       0     100       5       0        0        0 
September 25, 2026..........   100      14        0       0       0     100       4       0        0        0 
September 25, 2027..........   100      11        0       0       0     100       4       0        0        0 
September 25, 2028..........   100       9        0       0       0     100       3       0        0        0 
September 25, 2029..........   100       7        0       0       0      96       *       0        0        0 
September 25, 2030..........   100       4        0       0       0      86       0       0        0        0 
September 25, 2031..........   100       1        0       0       0      75       0       0        0        0 
September 25, 2032..........   100       0        0       0       0      63       0       0        0        0 
September 25, 2033..........   100       0        0       0       0      50       0       0        0        0 
September 25, 2034..........   100       0        0       0       0      36       0       0        0        0 
September 25, 2035..........     0       0        0       0       0       0       0       0        0        0 
Weighted Average Life to                                                                                      
Maturity in Years(1)........ 29.73   15.95     8.17    2.21    1.88   27.69   10.04    5.54     5.98     3.37 
Weighted Average Life to                                                                                      
Optional Termination in                                                                                       
Years(1)(2)................. 29.73   13.44     6.48    2.21    1.88   27.69    9.25    5.02     3.68     2.37 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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                                             CLASS M-2                                 CLASS M-3              
                                ------------------------------------      ----------------------------------- 
      DISTRIBUTION DATE         I        II      III     IV       V       I      II      III      IV       V  
      -----------------         -        --      ---     --       -       -      --      ---      --       -  
                                                                                                              
Initial Percentage..........   100%     100%     100%    100%    100%    100%    100%    100%     100%    100%
September 25, 2006..........   100      100      100     100     100     100     100     100      100     100 
September 25, 2007..........   100      100      100     100     100     100     100     100      100     100 
September 25, 2008..........   100      100      100     100     100     100     100     100      100      75 
September 25, 2009..........   100      100       50     100      40     100     100      50       34       8 
September 25, 2010..........   100       90       36      30       4     100      90      36       11       4 
September 25, 2011..........   100       76       25       7       0     100      76      25        7       0 
September 25, 2012..........   100       65       18       4       0     100      65      18        4       0 
September 25, 2013..........   100       55       13       0       0     100      55      13        0       0 
September 25, 2014..........   100       47        9       0       0     100      47       9        0       0 
September 25, 2015..........   100       40        7       0       0     100      40       7        0       0 
September 25, 2016..........   100       33        5       0       0     100      33       5        0       0 
September 25, 2017..........   100       28        3       0       0     100      28       1        0       0 
September 25, 2018..........   100       24        0       0       0     100      24       0        0       0 
September 25, 2019..........   100       20        0       0       0     100      20       0        0       0 
September 25, 2020..........   100       14        0       0       0     100      14       0        0       0 
September 25, 2021..........   100       12        0       0       0     100      12       0        0       0 
September 25, 2022..........   100       10        0       0       0     100      10       0        0       0 
September 25, 2023..........   100        8        0       0       0     100       8       0        0       0 
September 25, 2024..........   100        7        0       0       0     100       7       0        0       0 
September 25, 2025..........   100        5        0       0       0     100       5       0        0       0 
September 25, 2026..........   100        4        0       0       0     100       4       0        0       0 
September 25, 2027..........   100        4        0       0       0     100       2       0        0       0 
September 25, 2028..........   100        1        0       0       0     100       0       0        0       0 
September 25, 2029..........    96        0        0       0       0      96       0       0        0       0 
September 25, 2030..........    86        0        0       0       0      86       0       0        0       0 
September 25, 2031..........    75        0        0       0       0      75       0       0        0       0 
September 25, 2032..........    63        0        0       0       0      63       0       0        0       0 
September 25, 2033..........    50        0        0       0       0      50       0       0        0       0 
September 25, 2034..........    36        0        0       0       0      36       0       0        0       0 
September 25, 2035..........     0        0        0       0       0       0       0       0        0       0 
Weighted Average Life to                                                                                      
Maturity in Years(1)........ 27.69    10.02     5.36    4.93    4.02   27.69    9.99    5.26     4.26    3.33 
Weighted Average Life to                                                                                      
Optional Termination in                                                                                       
Years(1)(2)................. 27.69     9.25     4.85    4.03    2.95   27.69    9.25    4.77     3.93    2.95 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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                                           CLASS M-4                                 CLASS M-5               
                              -------------------------------------     -----------------------------------  
      DISTRIBUTION DATE       I        II      III     IV       V       I      II      III      IV       V   
      -----------------       -        --      ---     --       -       -      --      ---      --       -   
                                                                                                             
Initial Percentage..........   100%   100%     100%    100%    100%    100%    100%    100%     100%     100%
September 25, 2006..........   100    100      100     100     100     100     100     100      100      100 
September 25, 2007..........   100    100      100     100     100     100     100     100      100      100 
September 25, 2008..........   100    100      100     100      18     100     100     100      100       18 
September 25, 2009..........   100    100       50      20       8     100     100      50       20        8 
September 25, 2010..........   100     90       36      11       0     100      90      36       11        0 
September 25, 2011..........   100     76       25       7       0     100      76      25        7        0 
September 25, 2012..........   100     65       18       2       0     100      65      18        0        0 
September 25, 2013..........   100     55       13       0       0     100      55      13        0        0 
September 25, 2014..........   100     47        9       0       0     100      47       9        0        0 
September 25, 2015..........   100     40        7       0       0     100      40       7        0        0 
September 25, 2016..........   100     33        5       0       0     100      33       3        0        0 
September 25, 2017..........   100     28        0       0       0     100      28       0        0        0 
September 25, 2018..........   100     24        0       0       0     100      24       0        0        0 
September 25, 2019..........   100     20        0       0       0     100      20       0        0        0 
September 25, 2020..........   100     14        0       0       0     100      14       0        0        0 
September 25, 2021..........   100     12        0       0       0     100      12       0        0        0 
September 25, 2022..........   100     10        0       0       0     100      10       0        0        0 
September 25, 2023..........   100      8        0       0       0     100       8       0        0        0 
September 25, 2024..........   100      7        0       0       0     100       7       0        0        0 
September 25, 2025..........   100      5        0       0       0     100       5       0        0        0 
September 25, 2026..........   100      4        0       0       0     100       1       0        0        0 
September 25, 2027..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2028..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2029..........    96      0        0       0       0      96       0       0        0        0 
September 25, 2030..........    86      0        0       0       0      86       0       0        0        0 
September 25, 2031..........    75      0        0       0       0      75       0       0        0        0 
September 25, 2032..........    63      0        0       0       0      63       0       0        0        0 
September 25, 2033..........    50      0        0       0       0      50       0       0        0        0 
September 25, 2034..........    36      0        0       0       0      36       0       0        0        0 
September 25, 2035..........     0      0        0       0       0       0       0       0        0        0 
Weighted Average Life to                                                                                     
Maturity in Years(1)........ 27.69   9.97     5.19    3.99     3.08  27.69    9.94    5.15     3.81     2.94 
Weighted Average Life to                                                                                     
Optional Termination in                                                                                      
Years(1)(2)................. 27.69   9.25     4.72    3.69     2.88  27.69    9.25    4.69     3.53     2.74 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING

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                                           CLASS M-6                                 CLASS M-7               
                              -------------------------------------     -----------------------------------  
      DISTRIBUTION DATE       I        II      III     IV       V       I      II      III      IV       V   
      -----------------       -        --      ---     --       -       -      --      ---      --       -   
                                                                                                             
Initial Percentage..........   100%   100%     100%    100%    100%    100%    100%    100%     100%     100%
September 25, 2006..........   100    100      100     100     100     100     100     100      100      100 
September 25, 2007..........   100    100      100     100     100     100     100     100      100      100 
September 25, 2008..........   100    100      100     100      18     100     100     100       59       18 
September 25, 2009..........   100    100       50      20       8     100     100      50       20        8 
September 25, 2010..........   100     90       36      11       0     100      90      36       11        0 
September 25, 2011..........   100     76       25       7       0     100      76      25        5        0 
September 25, 2012..........   100     65       18       0       0     100      65      18        0        0 
September 25, 2013..........   100     55       13       0       0     100      55      13        0        0 
September 25, 2014..........   100     47        9       0       0     100      47       9        0        0 
September 25, 2015..........   100     40        7       0       0     100      40       4        0        0 
September 25, 2016..........   100     33        0       0       0     100      33       0        0        0 
September 25, 2017..........   100     28        0       0       0     100      28       0        0        0 
September 25, 2018..........   100     24        0       0       0     100      24       0        0        0 
September 25, 2019..........   100     20        0       0       0     100      20       0        0        0 
September 25, 2020..........   100     14        0       0       0     100      14       0        0        0 
September 25, 2021..........   100     12        0       0       0     100      12       0        0        0 
September 25, 2022..........   100     10        0       0       0     100      10       0        0        0 
September 25, 2023..........   100      8        0       0       0     100       8       0        0        0 
September 25, 2024..........   100      7        0       0       0     100       5       0        0        0 
September 25, 2025..........   100      3        0       0       0     100       0       0        0        0 
September 25, 2026..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2027..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2028..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2029..........    96      0        0       0       0      96       0       0        0        0 
September 25, 2030..........    86      0        0       0       0      86       0       0        0        0 
September 25, 2031..........    75      0        0       0       0      75       0       0        0        0 
September 25, 2032..........    63      0        0       0       0      63       0       0        0        0 
September 25, 2033..........    50      0        0       0       0      50       0       0        0        0 
September 25, 2034..........    36      0        0       0       0      36       0       0        0        0 
September 25, 2035..........     0      0        0       0       0       0       0       0        0        0 
Weighted Average Life to                                                                                     
Maturity in Years(1)........ 27.69   9.90     5.09    3.68    2.83   27.69    9.85    5.04     3.57     2.74 
Weighted Average Life to                                                                                     
Optional Termination in                                                                                      
Years(1)(2)................. 27.69   9.25     4.66    3.41    2.65   27.69    9.25    4.64     3.32     2.57 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING

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                                           CLASS M-8                                 CLASS M-9               
                              -------------------------------------     -----------------------------------  
      DISTRIBUTION DATE       I        II      III     IV       V       I      II      III      IV       V   
      -----------------       -        --      ---     --       -       -      --      ---      --       -   
                                                                                                             
Initial Percentage..........   100%   100%     100%    100%    100%    100%    100%    100%     100%     100%
September 25, 2006..........   100    100      100     100     100     100     100     100      100      100 
September 25, 2007..........   100    100      100     100     100     100     100     100      100      100 
September 25, 2008..........   100    100      100      34      18     100     100     100       34       18 
September 25, 2009..........   100    100       50      20       6     100     100      50       20        0 
September 25, 2010..........   100     90       36      11       0     100      90      36       11        0 
September 25, 2011..........   100     76       25       0       0     100      76      25        0        0 
September 25, 2012..........   100     65       18       0       0     100      65      18        0        0 
September 25, 2013..........   100     55       13       0       0     100      55      13        0        0 
September 25, 2014..........   100     47        9       0       0     100      47       4        0        0 
September 25, 2015..........   100     40        0       0       0     100      40       0        0        0 
September 25, 2016..........   100     33        0       0       0     100      33       0        0        0 
September 25, 2017..........   100     28        0       0       0     100      28       0        0        0 
September 25, 2018..........   100     24        0       0       0     100      24       0        0        0 
September 25, 2019..........   100     20        0       0       0     100      20       0        0        0 
September 25, 2020..........   100     14        0       0       0     100      14       0        0        0 
September 25, 2021..........   100     12        0       0       0     100      12       0        0        0 
September 25, 2022..........   100     10        0       0       0     100       8       0        0        0 
September 25, 2023..........   100      6        0       0       0     100       0       0        0        0 
September 25, 2024..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2025..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2026..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2027..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2028..........   100      0        0       0       0     100       0       0        0        0 
September 25, 2029..........    96      0        0       0       0      96       0       0        0        0 
September 25, 2030..........    86      0        0       0       0      86       0       0        0        0 
September 25, 2031..........    75      0        0       0       0      75       0       0        0        0 
September 25, 2032..........    63      0        0       0       0      63       0       0        0        0 
September 25, 2033..........    50      0        0       0       0      50       0       0        0        0 
September 25, 2034..........    36      0        0       0       0      36       0       0        0        0 
September 25, 2035..........     0      0        0       0       0       0       0       0        0        0 
Weighted Average Life to                                                                                     
Maturity in Years(1)........ 27.69   9.78     4.99    3.48    2.67   27.69    9.70    4.92     3.39     2.60 
Weighted Average Life to                                                                                     
Optional Termination in                                                                                      
Years(1)(2)................. 27.69   9.25     4.63    3.25    2.52   27.69    9.25    4.60     3.19     2.46 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING

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                                               CLASS M-10              
                                  -------------------------------------
      DISTRIBUTION DATE           I        II      III     IV       V  
      -----------------           -        --      ---     --       -  
                                                                       
Initial Percentage..........       100%   100%     100%    100%    100%
September 25, 2006..........       100    100      100     100     100 
September 25, 2007..........       100    100      100     100     100 
September 25, 2008..........       100    100      100      34      18 
September 25, 2009..........       100    100       50      20       0 
September 25, 2010..........       100     90       36       6       0 
September 25, 2011..........       100     76       25       0       0 
September 25, 2012..........       100     65       18       0       0 
September 25, 2013..........       100     55       13       0       0 
September 25, 2014..........       100     47        0       0       0 
September 25, 2015..........       100     40        0       0       0 
September 25, 2016..........       100     33        0       0       0 
September 25, 2017..........       100     28        0       0       0 
September 25, 2018..........       100     24        0       0       0 
September 25, 2019..........       100     20        0       0       0 
September 25, 2020..........       100     14        0       0       0 
September 25, 2021..........       100      9        0       0       0 
September 25, 2022..........       100      0        0       0       0 
September 25, 2023..........       100      0        0       0       0 
September 25, 2024..........       100      0        0       0       0 
September 25, 2025..........       100      0        0       0       0 
September 25, 2026..........       100      0        0       0       0 
September 25, 2027..........       100      0        0       0       0 
September 25, 2028..........       100      0        0       0       0 
September 25, 2029..........        96      0        0       0       0 
September 25, 2030..........        86      0        0       0       0 
September 25, 2031..........        75      0        0       0       0 
September 25, 2032..........        63      0        0       0       0 
September 25, 2033..........        50      0        0       0       0 
September 25, 2034..........        36      0        0       0       0 
September 25, 2035..........         0      0        0       0       0 
Weighted Average Life to                                               
Maturity in Years(1)........     27.69   9.60     4.86    3.32    2.56 
Weighted Average Life to                                               
Optional Termination in                                                
Years(1)(2).................     27.69   9.25     4.60    3.16    2.45 

--------------------                                                            
*   If applicable, represents less than one-half of one percent, but greater    
than zero.                                                              
(1) The weighted average life of a certificate is determined by (a) multiplying 
the amount of each distribution of principal by the number of years from
 the date of issuance of the certificate to the related distribution date,
  (b) adding the results and (c) dividing the sum by the initial Certificate
Principal Balance of the certificate.                                   
(2) Assumes an optional purchase of the mortgage loans on the earliest possible 
distribution date on which it is permitted.                             

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     There is no assurance that prepayments of the mortgage loans in the
mortgage pool will conform to any of the Prepayment Scenarios indicated in the  
immediately preceding tables, or to any other level, or that the actual weighted
average lives of the offered certificates will conform to any of the weighted   
average lives set forth in the immediately preceding tables. Furthermore, the   
information contained in the tables with respect to the weighted average lives  
of the offered certificates is not necessarily indicative of the weighted       
average lives that might be calculated or projected under different or varying  
prepayment assumptions.                                                         

         The characteristics of the mortgage loans included in the mortgage pool
will differ from those assumed in preparing the immediately preceding tables. In
addition, it is unlikely that any mortgage loan will prepay at any percentage of
the Prepayment Assumption until maturity or that all of the mortgage loans      
included in the mortgage pool will prepay at the same rate. The timing of       
changes in the rate of prepayments may significantly affect the actual yield to 
maturity to investors, even if the average rate of principal prepayments is     
consistent with the expectations of investors.                                  

YIELD SENSITIVITY OF THE MEZZANINE CERTIFICATES                                 

        If the Certificate Principal Balances of the Class CE Certificates and
each class of Mezzanine Certificates with a lower distribution priority have    
been reduced to zero, the yield to maturity on the class of Mezzanine           
Certificates with the lowest distribution priority will become extremely        
sensitive to losses on the mortgage loans (and the timing thereof) that are     
covered by subordination, because the entire amount of any Realized Losses (to  
the extent not covered by Net Monthly Excess Cashflow), will be allocated to    
those certificates. Investors in the Mezzanine Certificates should fully        
consider the risk that Realized Losses on the mortgage loans could result in the
failure of investors to fully recover their investments. Once a Realized Loss is
allocated to a Mezzanine Certificate, such written down amount will not bear    
interest and will not be reinstated (except in the case of subsequent           
recoveries). However, the amount of any Realized Losses allocated to the        
Mezzanine Certificates may be distributed to the holders of such Certificates on
a subordinated basis without interest according to the priorities set forth     
under "Description of the Certificates--Credit Enhancement--                    
Overcollateralization Provisions" in this prospectus supplement.                

  The Mezzanine Certificates will not be entitled to any principal
distributions until the Stepdown Date or during any period in which a Trigger   
Event is in effect (unless the aggregate Certificate Principal Balance of the   
Class A Certificates has been reduced to zero). As a result, the weighted       
average lives of the Mezzanine Certificates will be longer than would otherwise 
be the case if distributions of principal were allocated on a pro rata basis    
among all of the Class A Certificates and Mezzanine Certificates. As a result of
the longer weighted average lives of the Mezzanine Certificates, the holders of 
these certificates have a greater risk of suffering a loss on their investments.
Further, because a Trigger Event may be based on delinquencies, it is possible  
for the Mezzanine Certificates to receive no principal distributions (unless the
aggregate Certificate Principal Balance of the Class A Certificates has been    
reduced to zero) on and after the Stepdown Date, even if no losses have occurred
on the mortgage pool. For additional considerations relating to the yield on the
Mezzanine Certificates, see "Yield Considerations" and "Maturity and Prepayment 
Considerations" in the prospectus.                                              

 DESCRIPTION OF THE CERTIFICATES

GENERAL DESCRIPTION OF THE CERTIFICATES                                         

       The certificates will consist of twenty-three classes of certificates
designated as the Class A-1 Certificates, the Class A-2A Certificates, the Class
A-2B Certificates, the Class A-2C Certificates, the Class A-2D Certificates, the
Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, 
the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6           
Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class 
M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates, the 
Class M-12 Certificates, the Class M-13 Certificates, the Class CE Certificates,
the Class P Certificates, the Class X Certificates, the Class R Certificates and
the Class R-X Certificates. Only the Class A Certificates and the Mezzanine     
Certificates (other than the Class M-11, Class M-12 and Class M-13 Certificates)
are offered by this prospectus supplement.                                      

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        For the designations given to certain classes of certificates based on
their characterization, see "Summary of Prospectus Supplement--The Certificates"
in this prospectus supplement.                                                  

   The certificates represent in the aggregate the entire beneficial
ownership interest in a trust fund consisting primarily of the mortgage pool of 
conventional, one- to four-family, fixed-rate and adjustable-rate, first lien   
and second lien mortgage loans.                                                 

        Distributions on the certificates will be made on the 25th day of each
month, or, if such day is not a business day, on the next succeeding business   
day, beginning in October 2005.                                                 

      Each class of offered certificates will have the initial Certificate
Principal Balance (subject to the indicated permitted variance) and pass-through
rate as set forth or described in the table appearing in the summary of this    
prospectus supplement and as described under "-- Pass-Through Rates" below. The 
Class M-11 Certificates will have an initial Certificate Principal Balance of   
$12,619,000, the Class M-12 Certificates will have an initial Certificate       
Principal Balance of $20,041,000 and the Class M-13 Certificates will have an   
initial Certificate Principal Balance of $5,197,000.                            

The Class A Certificates in the aggregate evidence an initial 
approximate 77.00% undivided interest in the trust. The Mezzanine Certificates  
and the Class CE Certificates evidence the following approximate initial        
undivided interests in the trust:                                               

CLASS       PERCENTAGE INTEREST           
-----       -------------------           
M-1               3.75%                 
M-2               3.50%                 
M-3               2.35%                 
M-4               1.70%                 
M-5               1.65%                 
M-6               1.50%                 
M-7               1.50%                 
M-8               1.20%                 
M-9               0.95%                 
M-10               0.95%                  
M-11               0.85%                  
M-12               1.35%                  
M-13               0.35%                  
CE                1.40%                 

        The offered certificates will be issued, maintained and transferred on
the book-entry records of The Depository Trust Company, or DTC, and its         
participants in minimum denominations of $100,000 and integral multiples of     
$1.00 in excess of those minimum denominations.                                 

        All distributions to holders of the certificates, other than the final
distribution on any class of certificates, will be made on each distribution    
date by or on behalf of the trust administrator to the persons in whose names   
the certificates are registered at the close of business on each record date.   
With respect to the Floating Rate Offered Certificates, the record date for each
distribution date will be the close of business on the business day immediately 
preceding such distribution, for so long as such certificates are book-entry    
certificates as described under "--Registration of the Book-Entry Certificates" 
below. With respect to each class of the Fixed Rate Offered Certificates and any
definitive certificates, the record date for each distribution date will be the 
close of business on the last business day of the calendar month immediately    
preceding the calendar month in which such distribution date occurs (or, in the 
case of the first distribution date, the close of business on the closing date).
Distributions will be made either by check mailed to the address of each        
certificateholder as it appears in the certificate register or upon written     
request to the trust administrator at least five business days prior to the     
relevant record date by any holder of certificates by wire transfer in          
immediately available funds to the account of the certificateholder specified in
the request. The final distribution on any class of certificates will be made in
like manner, but only upon presentment and surrender of the related             

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certificates at the corporate trust office of the trust administrator or other  
location specified in the notice to certificateholders of the final             
distribution.                                                                   

REGISTRATION OF THE BOOK-ENTRY CERTIFICATES                                     

   The offered certificates will be book-entry certificates. Persons
acquiring beneficial ownership interests in the book-entry certificates are     
referred to as certificate owners and will hold their certificates through DTC  
in the United States, or, upon request, through Clearstream Banking Luxembourg, 
or Clearstream, formerly known as Cedelbank SA, or the Euroclear System, or     
Euroclear, in Europe if they are participants of these systems, or indirectly   
through organizations which are participants in these systems. The book-entry   
certificates will be issued in one or more certificates which equal the         
aggregate Certificate Principal Balance of such certificates and will initially 
be registered in the name of Cede & Co., the nominee of DTC. Clearstream and    
Euroclear will hold omnibus positions on behalf of their participants through   
customers' securities accounts in Clearstream's and Euroclear's names on the    
books of their respective depositaries which in turn will hold such positions in
customers' securities accounts in the depositaries' names on the books of DTC.  
Citibank will act as depositary for Clearstream and JPMorgan Chase Bank will act
as depositary for Euroclear. Citibank and JPMorgan Chase Bank are referred to   
individually as the Relevant Depositary and together as the European            
Depositaries. Investors may hold such beneficial interests in the book-entry    
certificates in minimum denominations of $100,000. Except as described below, no
certificate owner acquiring a book-entry certificate will be entitled to receive
a physical, or definitive, certificate representing such certificate. Unless and
until definitive certificates are issued, it is anticipated that the only       
certificateholder of the offered certificates will be Cede & Co., as nominee of 
DTC. Certificate owners will not be certificateholders as that term is used in  
the pooling and servicing agreement. Certificate owners are only permitted to   
exercise their rights indirectly through DTC and DTC participants.              

       The certificate owner's ownership of a book-entry certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary that maintains the certificate owner's account for such  
purpose. In turn, the financial intermediary's ownership of such book-entry     
certificate will be recorded on the records of DTC, or of a participating firm  
that acts as agent for the financial intermediary, whose interest will in turn  
be recorded on the records of DTC, if the beneficial owner's financial          
intermediary is not a DTC participant and on the records of Clearstream or      
Euroclear, as appropriate.                                                      

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

Certificate owners will not receive or be entitled to receive 
certificates representing their respective interests in the book-entry          
certificates, except under the limited circumstances described below. Unless and
until definitive certificates are issued, certificate owners who are not DTC    
participants may transfer ownership of book-entry certificates only through DTC 
participants and indirect participants by instructing such DTC participants and 
indirect participants to transfer book-entry certificates, by book-entry        
transfer, through DTC for the account of the purchasers of such book-entry      
certificates, which account is maintained with their respective DTC             
participants. Under the rules of DTC and in accordance with DTC's normal        
procedures, transfers of ownership of book-entry certificates will be executed  
through DTC and the accounts of the respective DTC participants at DTC will be  
debited and credited. Similarly, the DTC participants and indirect              

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participants will make debits or credits, as the case may be, on their records  
on behalf of the selling and purchasing certificate owners.                     

     Because of time zone differences, credits of securities received in
Clearstream or Euroclear as a result of a transaction with a DTC 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 participants or Clearstream participants on such business    
day. Cash received in Clearstream or Euroclear as a result of sales of          
securities by or through a Clearstream participant or Euroclear participant to a
DTC participant will be received with value on the DTC settlement date but will 
be available in the relevant Clearstream or Euroclear cash account only as of   
the business day following settlement in DTC.                                   

      Transfers between DTC participants will occur in accordance with the
rules of DTC. Transfers between Clearstream participants and Euroclear          
participants will occur in accordance with their respective rules and operating 
procedures.                                                                     

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

   DTC, which is a New York-chartered limited purpose trust company,
performs services for its DTC participants, some of which and/or their          
representatives own DTC. In accordance with its normal procedures, DTC is       
expected to record the positions held by each DTC participant in the book-entry 
certificates, whether held for its own account or as a nominee for another      
person. In general, beneficial ownership of book-entry certificates will be     
subject to the rules of DTC, as in effect from time to time.                    

      Clearstream, 67 Bd Grande-Duchesse Charlotte, L-1331 Luxembourg, was
incorporated in 1970 as a limited company under Luxembourg law. Clearstream is  
owned by banks, securities dealers and financial institutions, and currently has
about 100 shareholders, including U.S. financial institutions or their          
subsidiaries. No single entity may own more than five percent of Clearstream's  
stock.                                                                          

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

       Clearstream holds securities for its participants and facilitates the
clearance and settlement of securities transactions by electronic book-entry    
transfers between their accounts. Clearstream provides various services,        
including safekeeping, administration, clearance and settlement of              
internationally traded securities and securities lending and borrowing.         
Clearstream also deals with domestic securities markets in several countries    
through established depository and custodial relationships. Clearstream has     
established an electronic bridge with the Euroclear Operator in Brussels to     
facilitate settlement of trades between systems. Clearstream currently accepts  
over 150,000 securities issues on its books.                                    

         Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and        
clearing corporations. Clearstream's United States customers are limited to     
securities brokers and dealers and banks. Currently, Clearstream has            
approximately 2,500 customers located in over 60 countries, including all major 
European countries, Canada, and the United States.                              

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Indirect access to Clearstream is available to other institutions which clear   
through or maintain a custodial relationship with an account holder of          
Clearstream.                                                                    

       Euroclear was created in 1968 to hold securities for its participants
and to clear and settle transactions between Euroclear participants through     
simultaneous electronic book-entry delivery against payment, thereby eliminating
the need for physical movement of certificates and any risk from lack of        
simultaneous transfers of securities and cash. Transactions may be settled in   
any of 29 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 the Euroclear Bank S.A./N.V., or the Euroclear Operator, under      
contract with Euroclear Clearance Systems S.C., or the Cooperative, a Belgian   
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. The Cooperative      
establishes policy for Euroclear on behalf of Euroclear participants.           

         Euroclear participants include banks, central banks, securities brokers
and dealers and other professional financial intermediaries. Indirect access to 
Euroclear is also available to other firms that clear through or maintain a     
custodial relationship with a Euroclear participant, either directly or         
indirectly.                                                                     

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

   Distributions on the book-entry certificates will be made on each
distribution date by the trust administrator to Cede & Co. DTC will be          
responsible for crediting the amount of such payments to the accounts of the    
applicable DTC participants in accordance with DTC's normal procedures. Each DTC
participant will be responsible for disbursing such payments to the certificate 
owners of the book-entry certificates 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 certificate owners of the book-entry    
certificates that it represents.                                                

 Under a book-entry format, certificate owners of the book-entry
certificates may experience some delay in their receipt of payments, since such 
payments will be forwarded by the trust administrator to Cede & Co.             
Distributions with respect to certificates held through Clearstream or Euroclear
will be credited to the cash accounts of Clearstream participants or Euroclear  
participants in accordance with the relevant system's rules and procedures, to  
the extent received by the Relevant Depositary. Such distributions will be      
subject to tax reporting in accordance with relevant United States tax laws and 
regulations. Because DTC can only act on behalf of financial intermediaries, the
ability of a certificate owner to pledge book-entry certificates to persons or  
entities that do not participate in the depository system, or otherwise take    
actions in respect of such book-entry certificates, may be limited due to the   
lack of physical certificates for the book-entry certificates. In addition,     
issuance of the book-entry certificates in book-entry form may reduce the       
liquidity of such certificates in the secondary market since certain potential  
investors may be unwilling to purchase certificates for which they cannot obtain
physical certificates.                                                          

         Monthly and annual reports on the trust will be provided to Cede & Co.,
as nominee of DTC, and may be made available by Cede & Co. to certificate 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 certificates of such certificate owners are credited.   

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DTC has advised the trust administrator that, unless and until
definitive certificates are issued, DTC will take any action permitted to be    
taken by the holders of the book-entry certificates under the pooling and       
servicing agreement only at the direction of one or more financial              
intermediaries to whose DTC accounts the book-entry certificates are credited,  
to the extent that such actions are taken on behalf of financial intermediaries 
whose holdings include such book-entry certificates. Clearstream or the         
Euroclear Operator, as the case may be, will take any other action permitted to 
be taken by a certificateholder under the pooling and servicing agreement on    
behalf of a Clearstream participant or Euroclear participant only in accordance 
with its relevant rules and procedures and subject to the ability of the        
Relevant Depositary to effect such actions on its behalf through DTC. DTC may   
take actions, at the direction of the related DTC participants, with respect to 
some book-entry certificates which conflict with actions taken with respect to  
other book-entry certificates.                                                  

     Definitive certificates will be issued to certificate owners of the
book-entry certificates, or their nominees, rather than to DTC or its nominee,  
only if: (a) DTC or the depositor advises the trust administrator in writing    
that DTC is no longer willing, qualified or able to discharge properly its      
responsibilities as nominee and depository with respect to the book-entry       
certificates and the depositor or the trust administrator is unable to locate a 
qualified successor or (b) after the occurrence of a servicer event of          
termination as set forth in the pooling and servicing agreement, certificate    
owners having percentage interests aggregating not less than 51% of the         
book-entry certificates advise the trust administrator and DTC through the      
financial intermediaries and the DTC participants in writing that the           
continuation of a book-entry system through DTC, or a successor to DTC, is no   
longer in the best interests of certificate owners.                             

       Upon the occurrence of any of the events described in the immediately
preceding paragraph, the trust administrator will be required to notify all     
certificate owners of the occurrence of such event and the availability through 
DTC of definitive certificates. Upon surrender by DTC of the global certificate 
or certificates representing the book-entry certificates and instructions for   
re-registration, the trust administrator on behalf of the trustee will issue    
definitive certificates, and thereafter the trust administrator will recognize  
the holders of the definitive certificates as certificateholders under the      
pooling and servicing agreement.                                                

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

 None of the depositor, the servicers, the trustee or (except in
connection with its role as depositary for Clearstream) the trust administrator 
will have any responsibility for any aspect of the records relating to or       
payments made on account of beneficial ownership interests of the book-entry    
certificates held by Cede & Co., as nominee for DTC, or for maintaining,        
supervising or reviewing any records relating to such beneficial ownership      
interests.                                                                      

PASS-THROUGH RATES                                                              

       The pass-through rate for any class of Floating Rate Certificates and
any distribution date will be the lesser of (i) the related Formula Rate for    
such distribution date and (ii) the related Net WAC Pass-Through Rate for such  
distribution date. See "--Glossary" below.                                      

      Each class of certificates will accrue interest during each Interest
Accrual Period on the related Certificate Principal Balance at the related      
pass-through rate calculated as described above. Interest will accrue on the    
Floating Rate Certificates on the basis of a 360 day year and the actual number 
of days elapsed in such Interest Accrual Period. The interest entitlement of    
each class of Floating Rate Certificates on each distribution date will also    
include any interest distributable on such class on the prior distribution date 
(exclusive of any Net WAC Rate Carryover Amount for such class) that was        
undistributed on such prior distribution date together with interest on such    
undistributed amount for the most recently-ended Interest Accrual Period at the 
applicable pass-through rate therefor. The interest entitlement of each class of
certificates will be reduced, to not less than zero, in the case of each class, 
by the allocable share for such class                                           

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of Prepayment Interest Shortfalls to the extent not covered by Compensating     
Interest paid by the servicers and by the allocable share for such class of     
shortfalls resulting from the application of the Relief Act. See "--Interest    
Distributions" below.                                                           

       The pass-through rate for each class of Floating Certificates for the
Interest Accrual Period beginning on a distribution date, to the extent it has  
been determined, and for the immediately preceding Interest Accrual Period will 
be made available via the trust administrator's internet website, together with 
the monthly statements required by the pooling and servicing agreement. See     
"--Reports to Certificateholders" below.                                        

CALCULATION OF ONE-MONTH LIBOR                                                  

    With respect to each Interest Accrual Period and the Floating Rate
Certificates, on the second business day preceding such Interest Accrual Period,
(each such date, an "Interest Determination Date"), the trust administrator will
determine one-month LIBOR for such Interest Accrual Period. "One-month LIBOR"   
means, as of any Interest Determination Date, the London interbank offered rate 
for one-month U.S. dollar deposits which appears on Telerate Page 3750 (as      
defined herein), Bloomberg Page BBAM or another page of these or any other      
financial reporting service in general use in the financial services industry,  
as of 11:00 a.m. (London time) on such date. If such rate does not appear on    
Telerate Page 3750, the rate for that day will be determined on the basis of the
offered rates of the Reference Banks (as defined herein) for one-month U.S.     
dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination  
Date. The trust administrator will request the principal London office of each  
of the Reference Banks to provide a quotation of its rate. If on such Interest  
Determination Date two or more Reference Banks provide such offered quotations, 
one-month LIBOR for the related Interest Accrual Period shall be the arithmetic 
mean of such offered quotations (rounded upwards if necessary to the nearest    
whole multiple of 0.0625%). If on such Interest Determination Date fewer than   
two Reference Banks provide such offered quotations, one-month LIBOR for the    
related Interest Accrual Period shall be the higher of (x) one-month LIBOR as   
determined on the previous Interest Determination Date and (y) the Reserve      
Interest Rate (as defined herein).                                              

        As used in this section, "business day" means a day on which banks are
open for dealing in foreign currency and exchange in London and New York City;  
"Telerate Page 3750" means the display page currently so designated on the Dow  
Jones Telerate Capital Markets Report (or such other page as may replace that   
page on that service for the purpose of displaying comparable rates or prices); 
"Reference Banks" means leading banks selected by the trust administrator and   
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) which have been
designated as such by the trust administrator and (iii) not controlling,        
controlled by, or under common control with, the depositor or the seller; and   
"Reserve Interest Rate" shall be the rate per annum that the trust administrator
determines to be either (i) the arithmetic mean (rounded upwards if necessary to
the nearest whole multiple of 0.0625%) of the one-month U.S. dollar lending     
rates which two or more New York City banks selected by the trust administrator 
are quoting on the relevant Interest Determination Date to the principal London 
offices of leading banks in the London interbank market or, (ii) in the event   
that the trust administrator can determine no such arithmetic mean because fewer
than two New York City banks have provided such quotes, the lowest one-month    
U.S. dollar lending rate which two or more New York City banks selected by the  
trust administrator are quoting on such Interest Determination Date to leading  
European banks.                                                                 

     The establishment of one-month LIBOR on each Interest Determination
Date by the trust administrator and the trust administrator's calculation of the
rate of interest applicable to the Floating Rate Certificates for the related   
Interest Accrual Period shall (in the absence of manifest error) be final and   
binding.                                                                        

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GLOSSARY                                                                        

         The following terms are given the meanings shown below to help describe
the cash flows on the certificates:                                             

"ALLOCATED REALIZED LOSS AMOUNT": An Allocated Realized Loss Amount with respect
to (x) any class of Mezzanine Certificates and any distribution date will be an 
amount equal to the sum of any Realized Losses allocated to that class of       
certificates on the distribution date as described above in "--Allocation of    
Losses; Subordination" and any Allocated Realized Loss Amount for that class    
remaining undistributed from the previous distribution date minus (y) the amount
of the increase in the related Certificate Principal Balance due to the receipt 
of Subsequent Recoveries.                                                       

"AVAILABLE DISTRIBUTION AMOUNT": The Available Distribution Amount for any      
distribution date will be equal to the sum, net of amounts (other than the      
servicing fee, the administration fee and the credit risk manager fee)          
reimbursable therefrom to the servicers, the trust administrator or the trustee,
of (i) the aggregate amount of scheduled monthly payments on the mortgage loans 
due on the related due date and received on or prior to the related             
Determination Date, after deduction of the servicing fees, the administration   
fee and the credit risk manager fee for such distribution date, (ii) certain    
unscheduled payments in respect of the mortgage loans (including prepayments,   
insurance proceeds, liquidation proceeds, Subsequent Recoveries and proceeds    
from repurchases of and substitutions for the mortgage loans) occurring during  
the related Prepayment Period and (iii) all P&I Advances and Compensating       
Interest with respect to the mortgage Loans received for the related            
distribution date. Prepayment Charges collected with respect to the mortgage    
loans will not be included among the "Available Distribution Amount" available  
for general distributions on the certificates. Prepayment Charges will be       
distributed to the holders of the Class P Certificates which are not offered    
hereby.                                                                         

"BANKRUPTCY LOSS":  A Bankruptcy Loss is a Deficient Valuation or a Debt        
Service Reduction.                                                              

"CERTIFICATE MARGIN": With respect to the Floating Rate Certificates and any    
distribution date, the applicable Certificate Margin for such distribution date 
as set forth below:                                                             

          MARGIN
          ----------------------------
CLASS             (1)                  (2)        
-----             ---                  ---        
A-1            0.240%               0.480%      
A-2A            0.110%               0.220%       
A-2B            0.150%               0.300%       
A-2C            0.260%               0.520%       
A-2D            0.360%               0.720%       
M-1            0.460%               0.690%      
M-2            0.480%               0.720%      
M-3            0.490%               0.735%      
M-4            0.600%               0.900%      
M-5            0.620%               0.930%      
M-6            0.660%               0.990%      
M-7            1.150%               1.725%      
M-8            1.300%               1.950%      
M-9            1.750%               2.625%      
M-10            2.500%               3.750%       
M-11            2.500%               3.750%       
M-12            2.000%               3.000%       
M-13            2.000%               3.000%       

----------                                                                      
(1)  For the interest accrual period for each distribution date through and     
including the first distribution date on which the aggregate principal
    balance of the mortgage loans remaining in the mortgage pool is reduced to
   less than 10% of the aggregate principal balance of the mortgage loans as
of the cut-off date.                                                  
(2)  For each interest accrual period thereafter.                               

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"CERTIFICATE PRINCIPAL BALANCE": The Certificate Principal Balance of any Class 
A Certificate or Mezzanine Certificate as of any date of determination will be  
equal to the initial Certificate Principal Balance of such certificate reduced  
by the aggregate of all amounts allocable to principal previously distributed   
with respect to that certificate and with respect to any Mezzanine Certificate, 
any reductions in the Certificate Principal Balance of such certificate deemed  
to have occurred in connection with allocations of Realized Losses in the manner
described in this prospectus supplement (taking into account any increases in   
the Certificate Principal Balance thereof due to the receipt of Subsequent      
Recoveries as described below). The Certificate Principal Balance of the Class  
CE Certificates as of any date of determination will be equal to the excess, if 
any, of the then aggregate principal balance of the mortgage loans over the then
aggregate Certificate Principal Balance of the Class A Certificates, the        
Mezzanine Certificates, the Class P Certificates and the Class X Certificates.  
In the event that Realized Losses on a mortgage loan are subsequently recovered 
from the proceeds of a mortgage loan, the Certificate Principal Balance of the  
most senior class of Mezzanine Certificates then outstanding to which realized  
losses have been allocated will be increased by the amount of such subsequently 
recovered loss amount, to the extent of aggregate Realized Losses previously    
allocated to such class.                                                        

"CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-1 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date) and (ii) the  
   Certificate Principal Balance of the Class M-1 Certificates immediately
prior to the related distribution date over                         

o     the lesser of (A) the product of (i) approximately 61.50% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-2 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
Amount on the related distribution date) and (iii) the Certificate  
    Principal Balance of the Class M-2 Certificates immediately prior to the
related distribution date over                                      

o     the lesser of (A) the product of (i) approximately 68.50% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

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"CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-3 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
      distribution date) and (iv) the Certificate Principal Balance of the Class
    M-3 Certificates immediately prior to the related distribution date over

o     the lesser of (A) the product of (i) approximately 73.20% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-4 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
   M-3 Principal Distribution Amount on the related distribution date) and
(v) the Certificate Principal Balance of the Class M-4 Certificates 
immediately prior to the related distribution date over             

o     the lesser of (A) the product of (i) approximately 76.60% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-5 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution                

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    Amount on the related distribution date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on the related
      distribution date), (v) the Certificate Principal Balance of the Class M-4
     Certificates (after taking into account the distribution of the Class M-4
    Principal Distribution Amount on the related distribution date) and (vi)
the Certificate Principal Balance of the Class M-5 Certificates     
immediately prior to the related distribution date over             

o     the lesser of (A) the product of (i) approximately 79.90% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-6 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
    M-3 Principal Distribution Amount on the related distribution date), (v)
  the Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal     
Distribution Amount on the related distribution date), (vi) the     
     Certificate Principal Balance of the Class M-5 Certificates (after taking
 into account the distribution of the Class M-5 Principal Distribution
Amount on the related distribution date) and (vii) the Certificate  
    Principal Balance of the Class M-6 Certificates immediately prior to the
related distribution date over                                      

o     the lesser of (A) the product of (i) approximately 82.90% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-7 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
M-3 Principal Distribution Amount on                                

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    the related distribution date), (v) the Certificate Principal Balance of
     the Class M-4 Certificates (after taking into account the distribution of
   the Class M-4 Principal Distribution Amount on the related distribution
date), (vi) the Certificate Principal Balance of the Class M-5      
     Certificates (after taking into account the distribution of the Class M-5
      Principal Distribution Amount on the related distribution date), (vii) the
     Certificate Principal Balance of the Class M-6 Certificates (after taking
 into account the distribution of the Class M-6 Principal Distribution
Amount on the related distribution date) and (viii) the Certificate 
    Principal Balance of the Class M-7 Certificates immediately prior to the
related distribution date over                                      

o     the lesser of (A) the product of (i) approximately 85.90% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-8 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
    M-3 Principal Distribution Amount on the related distribution date), (v)
  the Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal     
Distribution Amount on the related distribution date), (vi) the     
     Certificate Principal Balance of the Class M-5 Certificates (after taking
 into account the distribution of the Class M-5 Principal Distribution
     Amount on the related distribution date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on the related
     distribution date), (viii) the Certificate Principal Balance of the Class
     M-7 Certificates (after taking into account the distribution of the Class
   M-7 Principal Distribution Amount on the related distribution date) and
(ix) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to the related distribution date over             

o     the lesser of (A) the product of (i) approximately 88.30% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-9 Principal Distribution 
Amount is an amount equal to the excess of:                                     

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
Certificate Principal Balance of                                    

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     the Class M-1 Certificates (after taking into account the distribution of
   the Class M-1 Principal Distribution Amount on the related distribution
date), (iii) the Certificate Principal Balance of the Class M-2     
     Certificates (after taking into account the distribution of the Class M-2
     Principal Distribution Amount on the related distribution date), (iv) the
     Certificate Principal Balance of the Class M-3 Certificates (after taking
 into account the distribution of the Class M-3 Principal Distribution
   Amount on the related distribution date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on the related
   distribution date), (vi) the Certificate Principal Balance of the Class
     M-5 Certificates (after taking into account the distribution of the Class
      M-5 Principal Distribution Amount on the related distribution date), (vii)
  the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal     
Distribution Amount on the related distribution date), (viii) the   
     Certificate Principal Balance of the Class M-7 Certificates (after taking
 into account the distribution of the Class M-7 Principal Distribution
    Amount on the related distribution date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on the related
     distribution date) and (x) the Certificate Principal Balance of the Class
    M-9 Certificates immediately prior to the related distribution date over

o     the lesser of (A) the product of (i) approximately 90.20% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-10 Principal            
Distribution Amount is an amount equal to the excess of:                        

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
    M-3 Principal Distribution Amount on the related distribution date), (v)
  the Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal     
Distribution Amount on the related distribution date), (vi) the     
     Certificate Principal Balance of the Class M-5 Certificates (after taking
 into account the distribution of the Class M-5 Principal Distribution
     Amount on the related distribution date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on the related
     distribution date), (viii) the Certificate Principal Balance of the Class
     M-7 Certificates (after taking into account the distribution of the Class
     M-7 Principal Distribution Amount on the related distribution date), (ix)
  the Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal     
      Distribution Amount on the related distribution date), (x) the Certificate
      Principal Balance of the Class M-9 Certificates (after taking into account
  the distribution of the Class M-9 Principal Distribution Amount on the
    related distribution date) and (xi) the Certificate Principal Balance of
     the Class M-10 Certificates immediately prior to the related distribution
date over                                                           

o     the lesser of (A) the product of (i) approximately 92.10% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
advanced, and unscheduled                                           

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   collections of principal received during the related Prepayment Period)
   and (B) the aggregate principal balance of the mortgage loans as of the
last day of the related Due Period (after giving effect to scheduled
  payments of principal due during the related Due Period, to the extent
   received or advanced, and unscheduled collections of principal received
 during the related Prepayment Period) minus approximately $7,422,759.

"CLASS M-11 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-11 Principal            
Distribution Amount is an amount equal to the excess of:                        

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
    M-3 Principal Distribution Amount on the related distribution date), (v)
  the Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal     
Distribution Amount on the related distribution date), (vi) the     
     Certificate Principal Balance of the Class M-5 Certificates (after taking
 into account the distribution of the Class M-5 Principal Distribution
     Amount on the related distribution date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on the related
     distribution date), (viii) the Certificate Principal Balance of the Class
     M-7 Certificates (after taking into account the distribution of the Class
     M-7 Principal Distribution Amount on the related distribution date), (ix)
  the Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal     
      Distribution Amount on the related distribution date), (x) the Certificate
      Principal Balance of the Class M-9 Certificates (after taking into account
  the distribution of the Class M-9 Principal Distribution Amount on the
     related distribution date), (xi) the Certificate Principal Balance of the
      Class M-10 Certificates (after taking into account the distribution of the
      Class M-10 Principal Distribution Amount on the related distribution date)
      and (xii) the Certificate Principal Balance of the Class M-11 Certificates
immediately prior to the related distribution date over             

o     the lesser of (A) the product of (i) approximately 93.80% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-12 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-12 Principal            
Distribution Amount is an amount equal to the excess of:                        

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
    M-3 Principal Distribution Amount on the related distribution date), (v)
  the Certificate Principal Balance of the Class M-4 Certificates (after

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taking into account the distribution of the Class M-4 Principal     
Distribution Amount on the related distribution date), (vi) the     
     Certificate Principal Balance of the Class M-5 Certificates (after taking
 into account the distribution of the Class M-5 Principal Distribution
     Amount on the related distribution date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on the related
     distribution date), (viii) the Certificate Principal Balance of the Class
     M-7 Certificates (after taking into account the distribution of the Class
     M-7 Principal Distribution Amount on the related distribution date), (ix)
  the Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal     
      Distribution Amount on the related distribution date), (x) the Certificate
      Principal Balance of the Class M-9 Certificates (after taking into account
  the distribution of the Class M-9 Principal Distribution Amount on the
     related distribution date), (xi) the Certificate Principal Balance of the
      Class M-10 Certificates (after taking into account the distribution of the
Class M-10 Principal Distribution Amount on the related distribution
date), (xii) the Certificate Principal Balance of the Class M-11    
      Certificates (after taking into account the distribution of the Class M-11
      Principal Distribution Amount on the related distribution date) and (xiii)
the Certificate Principal Balance of the Class M-12 Certificates    
immediately prior to the related distribution date over             

o     the lesser of (A) the product of (i) approximately 96.50% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"CLASS M-13 PRINCIPAL DISTRIBUTION AMOUNT": The Class M-13 Principal            
Distribution Amount is an amount equal to the excess of:                        

o     the sum of (i) the aggregate Certificate Principal Balance of the Class A 
    Certificates (after taking into account the distributions of the Group I
  Senior Principal Distribution Amount and the Group II Senior Principal
Distribution Amount on the related distribution date), (ii) the     
     Certificate Principal Balance of the Class M-1 Certificates (after taking
 into account the distribution of the Class M-1 Principal Distribution
     Amount on the related distribution date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on the related
   distribution date), (iv) the Certificate Principal Balance of the Class
     M-3 Certificates (after taking into account the distribution of the Class
    M-3 Principal Distribution Amount on the related distribution date), (v)
  the Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal     
Distribution Amount on the related distribution date), (vi) the     
     Certificate Principal Balance of the Class M-5 Certificates (after taking
 into account the distribution of the Class M-5 Principal Distribution
     Amount on the related distribution date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on the related
     distribution date), (viii) the Certificate Principal Balance of the Class
     M-7 Certificates (after taking into account the distribution of the Class
     M-7 Principal Distribution Amount on the related distribution date), (ix)
  the Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the distribution of the Class M-8 Principal     
      Distribution Amount on the related distribution date), (x) the Certificate
      Principal Balance of the Class M-9 Certificates (after taking into account
  the distribution of the Class M-9 Principal Distribution Amount on the
     related distribution date), (xi) the Certificate Principal Balance of the
      Class M-10 Certificates (after taking into account the distribution of the
Class M-10 Principal Distribution Amount on the related distribution
date), (xii) the Certificate Principal Balance of the Class M-11    
      Certificates (after taking into account the distribution of the Class M-11
   Principal Distribution Amount on the related distribution date), (xiii)
   the Certificate Principal Balance of the Class M-12 Certificates (after
taking into account the distribution of the Class M-12 Principal    
Distribution Amount on the related                                  

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 distribution date) and (xiv) the Certificate Principal Balance of the
      Class M-13 Certificates immediately prior to the related distribution date
over                                                                

o     the lesser of (A) the product of (i) approximately 97.20% and (ii) the    
   aggregate principal balance of the mortgage loans as of the last day of
the related Due Period (after giving effect to scheduled payments of
  principal due during the related Due Period, to the extent received or
  advanced, and unscheduled collections of principal received during the
     related Prepayment Period) and (B) the aggregate principal balance of the
     mortgage loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus      
approximately $7,422,759.                                           

"COMPENSATING INTEREST": With respect to any principal prepayments in full or in
part, any payments made by the servicers from their own funds to cover          
Prepayment Interest Shortfalls as described herein.                             

"CREDIT RISK MANAGER FEE RATE": 0.015% per annum.                               

"DEBT SERVICE REDUCTION": A Debt Service Reduction is any reduction in the      
amount which a mortgagor is obligated to pay on a monthly basis with respect to 
a mortgage loan as a result of any proceeding initiated under the United States 
Bankruptcy Code, other than a reduction attributable to a Deficient Valuation.  

"DEFICIENT VALUATION": With respect to any mortgage loan, a Deficient Valuation 
is a valuation by a court of competent jurisdiction of the mortgaged property in
an amount less than the then outstanding indebtedness under the mortgage loan,  
which valuation results from a proceeding initiated under the United States     
Bankruptcy Code.                                                                

"DETERMINATION DATE": The Determination Date with respect to any distribution   
date will be the 15th day of the calendar month in which such distribution date 
occurs or, if such 15th day is not a business day, the business day immediately 
preceding such 15th day.                                                        

"DUE PERIOD": The Due Period with respect to any distribution date will be the  
period commencing on the second day of the month immediately preceding the month
in which the distribution date occurs and ending on the first day of the month  
in which the distribution date occurs.                                          

"EXPENSE ADJUSTED MORTGAGE RATE": The Expense Adjusted Mortgage Rate on any     
mortgage loan is equal to the then applicable mortgage rate on the mortgage loan
minus the sum of (i) the applicable Servicing Fee Rate and (ii) the Credit Risk 
Manager Fee Rate.                                                               

"EXPENSE ADJUSTED MAXIMUM MORTGAGE RATE": The Expense Adjusted Maximum Mortgage 
Rate on any mortgage loan is equal to the then applicable maximum mortgage rate 
(or the mortgage rate in the case of any fixed-rate mortgage loan) minus the sum
of (i) the applicable Servicing Fee Rate and (ii) the Credit Risk Manager Fee   
Rate.                                                                           

"FORMULA RATE": With respect to the Floating Rate Certificates is the lesser of 
(a) one-month LIBOR plus the applicable Certificate Margin and (b) the Maximum  
Cap Rate.                                                                       

"GROUP I ALLOCATION PERCENTAGE": The Group I Allocation Percentage for any      
distribution date is the percentage equivalent of a fraction, the numerator of  
which (i) the Group I Principal Remittance Amount for such distribution date and
the denominator of which is (ii) the Principal Remittance Amount for such       
distribution date.                                                              

"GROUP I INTEREST REMITTANCE AMOUNT": The Group I Interest Remittance Amount for
any distribution date will be that portion of the Available Distribution Amount 
for such distribution date attributable to (i) interest received or advanced on 
the Group I Mortgage Loans and (ii) amounts in respect of Prepayment Interest   

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Shortfalls paid by the servicers on the Group I Mortgage Loans (in each case, to
the extent remaining after payment of an allocable portion of (A) the trust     
administration fee for such distribution date, (B) the servicing fees for such  
distribution date and any unpaid servicing fees in respect of prior periods     
collected by the servicer and (C) the credit risk manager fee for such          
distribution date).                                                             

"GROUP I PRINCIPAL DISTRIBUTION AMOUNT": The Group I Principal Distribution     
Amount for any distribution date will be the sum of (i) the principal portion of
all scheduled monthly payments due on the Group I Mortgage Loans during the     
related Due Period, to the extent received on or prior to the related           
Determination Date or advanced prior to such distribution date; (ii) the        
principal portion of all proceeds received in respect of the repurchase of a    
Group I Mortgage Loan (or, in the case of a substitution, certain amounts       
representing a principal adjustment) during the related Prepayment Period; (iii)
the principal portion of all other unscheduled collections, including insurance 
proceeds, liquidation proceeds, Subsequent Recoveries and all full and partial  
principal prepayments, received on the Group I Mortgage Loans during the related
Prepayment Period, to the extent applied as recoveries of principal on the      
mortgage loans and (iv) the Group I Allocation Percentage of the amount of any  
Overcollateralization Increase Amount for such distribution date minus (v) the  
Group I Allocation Percentage of the amount of any Overcollateralization        
Reduction Amount for such distribution date. In no event will the Group I       
Principal Distribution Amount with respect to any distribution date be (x) less 
than zero or (y) greater than the then outstanding aggregate Certificate        
Principal Balance of the Floating Rate Certificates.                            

"GROUP I PRINCIPAL REMITTANCE AMOUNT": The Group I Principal Remittance Amount  
for any distribution date will be that portion of the Available Distribution    
Amount equal to the sum of the amounts described in clauses (i) through (iii) of
the definition of Group I Principal Distribution Amount.                        

"GROUP I SENIOR PRINCIPAL DISTRIBUTION AMOUNT": The Group I Senior Principal    
Distribution Amount is an amount equal to the excess of (i) the aggregate       
Certificate Principal Balance of the Group I Certificates immediately prior to  
the related distribution date over (ii) the lesser of (A) the product of (i)    
approximately 54.00% and (ii) the aggregate principal balance of the Group I    
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) and (B) the aggregate principal balance of
the Group I Mortgage Loans as of the last day of the related Due Period (after  
giving effect to scheduled payments of principal due during the related Due     
Period, to the extent received or advanced, and unscheduled collections of      
principal received during the related Prepayment Period) minus approximately    
$2,473,844.                                                                     

"GROUP II ALLOCATION PERCENTAGE": The Group II Allocation Percentage for any    
distribution date is the percentage equivalent of a fraction, the numerator of  
which (i) the Group II Principal Remittance Amount for such distribution date   
and the denominator of which is (ii) the Principal Remittance Amount for such   
distribution date.                                                              

"GROUP II INTEREST REMITTANCE AMOUNT": The Group II Interest Remittance Amount  
for any distribution date will be that portion of the Available Distribution    
Amount for such distribution date attributable to (i) interest received or      
advanced on the Group II Mortgage Loans and (ii) amounts in respect of          
Prepayment Interest Shortfalls paid by the servicers on the Group II Mortgage   
Loans (in each case, to the extent remaining after payment of an allocable      
portion of (A) the trust administration fee for such distribution date, (B) the 
servicing fees for such distribution date and any unpaid servicing fees in      
respect of prior periods collected by the servicer and (C) the credit risk      
manager fee for such distribution date).                                        

"GROUP II PRINCIPAL DISTRIBUTION AMOUNT": The Group II Principal Distribution   
Amount for any distribution date will be the sum of (i) the principal portion of
all scheduled monthly payments due on the Group II Mortgage Loans during the    
related Due Period, to the extent received on or prior to the related           
Determination Date or advanced prior to such distribution date; (ii) the        
principal portion of all proceeds received in respect of the repurchase of a    
Group II Mortgage Loan (or, in the case of a substitution, certain amounts      
representing a principal adjustment) during the related Prepayment Period; (iii)
the principal portion                                                           

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of all other unscheduled collections, including insurance proceeds, liquidation 
proceeds, Subsequent Recoveries and all full and partial principal prepayments, 
received on the Group II Mortgage Loans during the related Prepayment Period, to
the extent applied as recoveries of principal on the mortgage loans and (iv) the
Group II Allocation Percentage of the amount of any Overcollateralization       
Increase Amount for such distribution date minus (v) the Group II Allocation    
Percentage of the amount of any Overcollateralization Reduction Amount for such 
distribution date. In no event will the Group II Principal Distribution Amount  
with respect to any distribution date be (x) less than zero or (y) greater than 
the then outstanding aggregate Certificate Principal Balance of the Floating    
Rate Certificates.                                                              

"GROUP II PRINCIPAL REMITTANCE AMOUNT": The Group II Principal Remittance Amount
for any distribution date will be that portion of the Available Distribution    
Amount equal to the sum of the amounts described in clauses (i) through (iii) of
the definition of Group II Principal Distribution Amount.                       

"GROUP II SENIOR PRINCIPAL DISTRIBUTION AMOUNT": The Group II Senior Principal  
Distribution Amount is an amount equal to the excess of (i) the aggregate       
Certificate Principal Balance of the Group II Certificates immediately prior to 
the related distribution date over (ii) the lesser of (A) the product of (i)    
approximately 54.00% and (ii) the aggregate principal balance of the Group II   
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) and (B) the aggregate principal balance of
the Group II Mortgage Loans as of the last day of the related Due Period (after 
giving effect to scheduled payments of principal due during the related Due     
Period, to the extent received or advanced, and unscheduled collections of      
principal received during the related Prepayment Period) minus approximately    
$4,948,915.                                                                     

"INTEREST ACCRUAL PERIOD": The Interest Accrual Period for any distribution date
and the Floating Rate Certificates will be the period commencing on the         
distribution date of the month immediately preceding the month in which the     
distribution date occurs or, in the case of the first distribution date,        
commencing on the closing date, and ending on the day preceding the distribution
date. All distributions of interest on the Floating Rate Certificates will be   
based on a 360-day year and the actual number of days in the applicable Interest
Accrual Period.                                                                 

"INTEREST CARRY FORWARD AMOUNT": The Interest Carry Forward Amount with respect 
to any class of Floating Rate Certificates and any distribution date will be    
equal to the amount, if any, by which the Interest Distribution Amount for that 
class of certificates for the immediately preceding distribution date exceeded  
the actual amount distributed on the certificates in respect of interest on the 
immediately preceding distribution date, together with any Interest Carry       
Forward Amount with respect to that class of certificates remaining unpaid from 
the previous distribution date, plus interest accrued thereon at the related    
pass-through rate on such class of certificates for the most recently ended     
Interest Accrual Period.                                                        

"INTEREST DISTRIBUTION AMOUNT": The Interest Distribution Amount for each class 
of certificates on any distribution date will be equal to interest accrued      
during the related Interest Accrual Period on the Certificate Principal Balance 
of such class of certificates immediately prior to the distribution date at the 
then applicable pass-through rate for such class, reduced, to not less than     
zero, in the case of each class, by the allocable share for such class of       
Prepayment Interest Shortfalls to the extent not covered by Compensating        
Interest paid by the servicers and shortfalls resulting from the application of 
the Relief Act or any state law providing for similar relief.                   

"MAXIMUM CAP RATE": The Maximum Cap Rate for any distribution date and          

    (a) the Group I Certificates is a per annum rate (adjusted for the
actual number of days in the related Interest Accrual Period) equal to the      
weighted average of the Expense Adjusted Maximum Mortgage Rates on the then     
outstanding Group I Mortgage Loans, weighted based on their principal balances  
as of the first day of the related Due Period;                                  

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     (b) the Group II Certificates is a per annum rate (adjusted for the
actual number of days in the related Interest Accrual Period) equal to the      
weighted average of the Expense Adjusted Maximum Mortgage Rates on the then     
outstanding Group II Mortgage Loans, weighted based on their principal balances 
as of the first day of the related Due Period; and                              

      (c) the Mezzanine Certificates is a per annum rate (adjusted for the
actual number of days in the related Interest Accrual Period) equal to the      
weighted average (weighted in proportion to the results of subtracting from the 
aggregate principal balance of each loan group the current aggregate Certificate
Principal Balance of the related Class A Certificates) of (i) the Maximum Cap   
Rate for the Group I Certificates and (ii) the Maximum Cap Rate for the Group II
Certificates.                                                                   

"NET MONTHLY EXCESS CASHFLOW": The Net Monthly Excess Cashflow for any          
distribution date will be equal to the sum of (a) any Overcollateralization     
Reduction Amount and (b) the excess of:                                         

o            the Available Distribution Amount for such distribution date over  

o            the sum for such distribution date of the aggregate of (a) the     
           Senior Interest Distribution Amounts distributable to the holders
            of the Class A Certificates, (b) the Interest Distribution Amounts
            distributable to the holders of the Mezzanine Certificates and (c)
the Principal Remittance Amount.                      

"NET WAC PASS-THROUGH RATE": The Net WAC Pass-Through Rate for any distribution 
date and                                                                        

    (a) the Group I Certificates is a per annum rate (adjusted for the
actual number of days in the related Interest Accrual Period) equal to the      
weighted average of the Expense Adjusted Mortgage Rates on the then outstanding 
Group I Mortgage Loans, weighted based on their principal balances as of the    
first day of the related Due Period;                                            

     (b) the Group II Certificates is a per annum rate (adjusted for the
actual number of days in the related Interest Accrual Period) equal to the      
weighted average of the Expense Adjusted Mortgage Rates on the then outstanding 
Group II Mortgage Loans, weighted based on their principal balances as of the   
first day of the related Due Period; and                                        

      (c) the Mezzanine Certificates is a per annum rate (adjusted for the
actual number of days in the related Interest Accrual Period) equal to the      
weighted average (weighted in proportion to the results of subtracting from the 
aggregate principal balance of each loan group the current aggregate Certificate
Principal Balance of the related Class A Certificates) of (i) the Net WAC       
Pass-Through Rate for the Group I Certificates and (ii) the Net WAC Pass-Through
Rate for the Group II Certificates.                                             

"NET WAC RATE CARRYOVER RESERVE ACCOUNT": The reserve account established by the
trust administrator from which payments in respect of Net WAC Rate Carryover    
Amounts on the Floating Rate Certificates will be made.                         

"NET WAC RATE CARRYOVER AMOUNT": For any class of Floating Rate Certificates and
any distribution date, an amount equal to the sum of (i) the excess, if any, of 
(x) the amount of interest such class of certificates would have accrued for    
such distribution date had the related pass-through rate been the related       
Formula Rate, over (y) the amount of interest such class of certificates accrued
for such distribution date at the related Net WAC Pass-Through Rate and (ii) the
unpaid portion of any Net WAC Rate Carryover Amount for such class from the     
prior distribution date together with interest accrued on such unpaid portion   
for the most recently ended Interest Accrual Period at the Formula Rate         
applicable for such class for such Interest Accrual Period.                     

"OVERCOLLATERALIZATION INCREASE AMOUNT": The Overcollateralization Increase     
Amount with respect to any distribution date will equal the lesser of (a) the   
Net Monthly Excess Cashflow for such distribution date and (b) the amount, if   
any, by which the Overcollateralization Target Amount exceeds the               
Overcollateralized Amount                                                       

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on such distribution date (calculated for this purpose only after assuming that 
100% of the Principal Remittance Amount on such distribution date has been      
distributed).                                                                   

"OVERCOLLATERALIZATION REDUCTION AMOUNT": The Overcollateralization Reduction   
Amount with respect to any distribution date will equal the lesser of (a) the   
Principal Remittance Amount on such distribution date and (b) the excess, if    
any, of (i) the Overcollateralized Amount for such distribution date (calculated
for this purpose only after assuming that 100% of the Principal Remittance      
Amount on such distribution date has been distributed) over (ii) the            
Overcollateralization Target Amount for such distribution date.                 

"OVERCOLLATERALIZATION TARGET AMOUNT": The Overcollateralization Target Amount  
with respect to any distribution date, (i) prior to the Stepdown Date, an amount
equal to approximately 1.40% of the aggregate principal balance of the Mortgage 
Loans as of the Cut-off Date, (ii) on or after the Stepdown Date, provided a    
Trigger Event is not in effect, the greater of (x) approximately 2.80% of the   
then current aggregate outstanding principal balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to scheduled        
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) and (y) approximately 0.50% of the aggregate         
principal balance of the mortgage loans as of the cut-off date or (iii) on or   
after the Stepdown Date and if a Trigger Event is in effect, the                
Overcollateralization Target Amount for the immediately preceding distribution  
date.                                                                           

"OVERCOLLATERALIZED AMOUNT": The Overcollateralized Amount with respect to any  
distribution date will equal the excess, if any, of (a) the aggregate principal 
balance of the mortgage loans as of the last day of the related Due Period      
(after giving effect to scheduled payments of principal due during the related  
Due Period, to the extent received or advanced, and unscheduled collections of  
principal received during the related Prepayment Period) over (b) the aggregate 
Certificate Principal Balance of the Class A Certificates, the Mezzanine        
Certificates, the Class P Certificates and the Class X Certificates (after      
taking into account the distributions of the Group I Principal Remittance Amount
and Group II Principal Remittance Amount on the related distribution date).     

"PREPAYMENT INTEREST SHORTFALL": With respect to any principal prepayments on   
the mortgage loans, any resulting interest shortfall.                           

"PREPAYMENT PERIOD": The Prepayment Period with respect to the Countrywide      
Mortgage Loans and the JPMorgan Mortgage Loans and any distribution date is the 
calendar month immediately preceding the month in which the distribution date   
occurs. The Prepayment Period with respect to the HomEq Mortgage Loans and any  
distribution date is, with respect to (i) voluntary principal payments in full, 
the period commencing on the 16th day in the month preceding the month in which 
such distribution date falls (or, in the case of the first distribution date,   
commencing September 1, 2005) and ending on the 15th day of the calendar month  
in which such distribution date occurs and (ii) principal payments in part,     
liquidations and other unscheduled collections on the mortgage loans, the       
calendar month preceding the month in which such distribution date occurs.      

"PRINCIPAL REMITTANCE AMOUNT": The Principal Remittance Amount for any          
distribution date will be the sum of (a) the Group I Principal Remittance Amount
and (b) the Group II Principal Remittance Amount.                               

"REALIZED LOSS": A Realized Loss is (a) a Bankruptcy Loss or (b) with respect to
any defaulted mortgage loan that is finally liquidated through foreclosure sale,
disposition of the related mortgaged property (if acquired on behalf of the     
certificateholders by foreclosure or deed in lieu of foreclosure) or otherwise, 
is the amount of loss realized, if any, equal to the portion of the unpaid      
principal balance remaining, if any, plus interest thereon through the last day 
of the month in which such mortgage loan was finally liquidated, after          
application of all amounts recovered (net of amounts reimbursable to the related
servicer for P&I Advances, servicing advances and other related expenses,       
including attorney's fees) towards interest and principal owing on the mortgage 
loan.                                                                           

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"SENIOR ENHANCEMENT PERCENTAGE": The Senior Enhancement Percentage for any      
distribution date is the percentage obtained by dividing (x) the aggregate      
Certificate Principal Balance of the Mezzanine Certificates and the Class CE    
Certificates, calculated after taking into account distribution of the Group I  
Principal Distribution Amount and the Group II Principal Distribution Amount to 
the holders of the certificates then entitled to distributions thereof on the   
related distribution date, by (y) the aggregate principal balance of the        
mortgage loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period).                                          

"SENIOR INTEREST DISTRIBUTION AMOUNT": The Senior Interest Distribution Amount  
for each class of Class A Certificates on any distribution date is equal to the 
sum of the Interest Distribution Amount for that class for that distribution    
date and the Interest Carry Forward Amount, if any, for that class for that     
distribution date.                                                              

"SERVICING FEE RATE":  The Servicing Fee Rate on each mortgage loan is          
0.50% per annum.                                                                

"STEPDOWN DATE": The Stepdown Date will be the earlier to occur of (i) the      
distribution date on which the aggregate Certificate Principal Balance of the   
Class A Certificates has been reduced to zero and (ii) the later to occur of (x)
the distribution date occurring in October 2008 and (y) the first distribution  
date on which the Senior Enhancement Percentage (calculated for this purpose    
only prior to any distribution of the Group I Principal Distribution Amount and 
the Group II Principal Distribution Amount to the holders of the certificates   
then entitled to distributions of principal on the related distribution date) is
greater than or equal to approximately 46.00%.                                  

"SUBSEQUENT RECOVERIES": Subsequent recoveries, net of expenses reimbursable to 
the servicers, with respect to mortgage loans that have been previously         
liquidated and that resulted in a Realized Loss in a month prior to the month of
receipt of such recoveries.                                                     

"TRIGGER EVENT": With respect to any distribution date, a Trigger Event is in   
effect if:                                                                      

(i)          (A) the percentage obtained by dividing the aggregate principal    
         balance of mortgage loans delinquent 60 days or more (including
         mortgage loans delinquent 60 days or more and in foreclosure or
           bankruptcy and REO properties) by the aggregate principal balance
           of all of the mortgage loans, in each case, as of the last day of
       the previous calendar month, exceeds (B) 35.00% of the Senior
    Enhancement Percentage for the prior distribution date; or

(ii)         the aggregate amount of Realized Losses incurred since the cut-off 
           date through the last day of the related Prepayment Period (after
         giving effect to scheduled payments of principal due during the
     related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related
           Prepayment Period), reduced by the aggregate amount of Subsequent
            Recoveries received since the cut-off date through the last day of
           the related Prepayment Period, divided by the aggregate principal
          balance of the mortgage loans as of the cut-off date exceeds the
     applicable percentages set forth below with respect to such
distribution date:                                    

                   DISTRIBUTION DATE OCCURRING IN             PERCENTAGE
                   ------------------------------             ----------
            October 2007 through September 2008              1.30%
            October 2008 through September 2009              3.00%
            October 2009 through September 2010              4.70%
            October 2010 through September 2011              6.10%
            October 2011 and thereafter                      6.85%

INTEREST DISTRIBUTIONS                                                          

       On each distribution date, the trust administrator will withdraw from
the Certificate Account that portion of Available Distribution Amount for such  
distribution date consisting of the Interest Remittance Amount for such         
distribution date and make the following disbursements and transfers in the     
order of priority                                                               

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described below, in each case to the extent of the Interest Remittance Amount   
remaining for such distribution date.                                           

      I. On each distribution date, the Group I Interest Remittance Amount
will be distributed in the following order of priority:                         

      (i) to the holders of each class of Group I Certificates, the Senior
Interest Distribution Amounts allocable to the Group I Certificates; and        

(ii) concurrently, to the holders of each class of Group II   
Certificates, on a pro rata basis based on the entitlement of each such class,  
the Senior Interest Distribution Amounts related to such certificates, to the   
extent remaining undistributed after the distribution of the Group II Interest  
Remittance Amount, as set forth in clause II below.                             

        II. On each distribution date, the Group II Interest Remittance Amount
will be distributed in the following order of priority:                         

(i) concurrently, to the holders of each class of Group II    
Certificates, on a pro rata basis based on the entitlement of each such class,  
the Senior Interest Distribution Amounts allocable to the Group II Certificates;
and                                                                             

      (ii) to the holders of the Group I Certificates, the Senior Interest
Distribution Amount related to such certificates, to the extent remaining       
undistributed after the distribution of the Group I Interest Remittance Amount, 
as set forth in clause I above.                                                 

  III. On each distribution date, following the distributions made
pursuant to clauses I and II above, the sum of the Group I Interest Remittance  
Amount and the Group II Interest Remittance Amount remaining will be distributed
sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,     
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12  
and Class M-13 Certificates, in that order, in an amount equal to the Interest  
Distribution Amount for each such class.                                        

     On any distribution date, any Prepayment Interest Shortfalls to the
extent not covered by the related servicer and any shortfalls resulting from the
application of the Relief Act or similar state laws will be allocated, first, in
reduction of the Interest Distribution Amount with respect to the Class CE      
Certificates determined as provided in the pooling and servicing agreement, and 
thereafter, in reduction of the Interest Distribution Amounts with respect to   
the Floating Rate Certificates on a pro rata basis based on their respective    
entitlements to such interest for such distribution date. The holders of the    
Floating Rate Certificates will not be entitled to reimbursement for any such   
interest shortfalls.                                                            

PRINCIPAL DISTRIBUTIONS                                                         

       I. On each distribution date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, distributions in respect of principal to the
extent of the Group I Principal Distribution Amount will be made in the         
following amounts and order of priority:                                        

       (i) to the holders of the Group I Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and                         

       (ii) to the holders of the Group II Certificates (allocated among the
classes of Group II Certificates in the priority described below), after taking 
into account the distribution of the Group II Principal Distribution Amount     
already distributed, as described herein, until the Certificate Principal       
Balances thereof have been reduced to zero.                                     

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        II. On each distribution date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, distributions in respect of principal to the
extent of the Group II Principal Distribution Amount will be made in the        
following amounts and order of priority:                                        

      (i) to the holders of the Group II Certificates (allocated among the
classes of Group II Certificates in the priority described below), until the    
Certificate Principal Balances thereof have been reduced to zero; and           

    (ii) to the holders of the Group I Certificates, after taking into
account the distribution of the Group I Principal Distribution Amount already   
distributed, as described herein, until the Certificate Principal Balance       
thereof has been reduced to zero.                                               

         III. On each distribution date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, distributions in respect of principal to the
extent of the sum of the Group I Principal Distribution Amount and the Group II 
Principal Distribution Amount remaining undistributed for such distribution date
will be made sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,    
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11,  
Class M-12 and Class M-13 Certificates, in that order, in each case, until the  
Certificate Principal Balance of each such class has been reduced to zero.      

         IV. On each distribution date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, distributions in respect of principal
to the extent of the Group I Principal Distribution Amount will be made in the  
following amounts and order of priority:                                        

    (i) to the holders of the Group I Certificates, the Group I Senior
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero; and                                                   

       (ii) to the holders of the Group II Certificates (allocated among the
classes of Group II Certificates in the priority described below), after taking 
into account the distribution of the Group II Principal Distribution Amount as  
described herein, up to an amount equal to the Group II Senior Principal        
Distribution Amount remaining undistributed, until the Certificate Principal    
Balances thereof have been reduced to zero.                                     

        V. On each distribution date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, distributions in respect of principal
to the extent of the Group II Principal Distribution Amount will be made in the 
following amounts and order of priority:                                        

      (i) to the holders of the Group II Certificates (allocated among the
classes of Group II Certificates in the priority described below), the Group II 
Senior Principal Distribution Amount, until the Certificate Principal Balances  
thereof have been reduced to zero; and                                          

    (ii) to the holders of the Group I Certificates, after taking into
account the distribution of the Group I Principal Distribution Amount as        
described herein, up to an amount equal to the Group I Senior Principal         
Distribution Amount remaining undistributed, until the Certificate Principal    
Balance thereof has been reduced to zero.                                       

         VI. On each distribution date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, distributions in respect of principal
to the extent of the sum of the Group I Principal Distribution Amount and the   
Group II Principal Distribution Amount remaining undistributed for such         
distribution date will be made in the following amounts and order of priority:  

 (i) to the holders of the Class M-1 Certificates, the Class M-1
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

  (ii) to the holders of the Class M-2 Certificates, the Class M-2
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

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   (iii) to the holders of the Class M-3 Certificates, the Class M-3
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

  (iv) to the holders of the Class M-4 Certificates, the Class M-4
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

 (v) to the holders of the Class M-5 Certificates, the Class M-5
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

  (vi) to the holders of the Class M-6 Certificates, the Class M-6
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

   (vii) to the holders of the Class M-7 Certificates, the Class M-7
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

    (viii) to the holders of the Class M-8 Certificates, the Class M-8
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

  (ix) to the holders of the Class M-9 Certificates, the Class M-9
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

     (x) to the holders of the Class M-10 Certificates, the Class M-10
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

      (xi) to the holders of the Class M-11 Certificates, the Class M-11
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero;                                                       

       (xii) to the holders of the Class M-12 Certificates, the Class M-12
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero; and                                                   

        (xiii) to the holders of the Class M-13 Certificates, the Class M-13
Principal Distribution Amount, until the Certificate Principal Balance thereof  
has been reduced to zero.                                                       

        The allocation of distributions in respect of principal to the Class A
Certificates on each distribution date (a) prior to the Stepdown Date or (b) on 
which a Trigger Event is in effect, will have the effect of accelerating the    
amortization of the Class A Certificates while, in the absence of Realized      
Losses, increasing the respective percentage interest in the aggregate principal
balance of the mortgage loans evidenced by the Subordinate Certificates.        
Increasing the respective percentage interest in the Trust Fund of the          
Subordinate Certificates relative to that of the Class A Certificates is        
intended to preserve the availability of the subordination provided by the      
Subordinate Certificates.                                                       

        With respect to the Group II Certificates, all principal distributions
will be distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and 
Class A-2D Certificates, in that order, until their respective Certificate      
Principal Balances have been reduced to zero, with the exception that on any    
distribution date on which the aggregate Certificate Principal Balance of the   
Subordinate Certificates has been reduced to zero, principal distributions will 
be allocated concurrently, to the Class A-2A, Class A-2B, Class A-2C and Class  
A-2D Certificates, a pro rata basis based on the Certificate Principal Balance  
of each such class, until their respective Certificate Principal Balances have  
been reduced to zero.                                                           

CREDIT ENHANCEMENT                                                              

     The holders of each class of Class A Certificates and each class of
Mezzanine Certificates (subject to the priorities described under "--Excess     
Interest and Overcollateralization" and "--Allocation of Losses"                

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below) are entitled to the benefits of the credit enhancement consisting of     
excess interest, overcollateralization and subordination.                       

Subordination. The rights of the holders of the Subordinate   
Certificates and the Residual Certificates to receive distributions will be     
subordinated, to the extent described herein, to the rights of the holders of   
the Class A Certificates.                                                       

       The protection afforded to the holders of the Class A Certificates by
means of the subordination of the Subordinate Certificates and Residual         
Certificates will be accomplished by (i) the preferential right of the holders  
of the Class A Certificates to receive on any distribution date, prior to       
distributions on the Subordinate Certificates and Residual Certificates,        
distributions in respect of interest and principal, subject to funds available  
for such distributions, and (ii) if necessary, the right of the holders of the  
Class A Certificates to receive future distributions of amounts that would      
otherwise be payable to the holders of the Subordinate Certificates and Residual
Certificates.                                                                   

       In addition, the rights of the holders of Mezzanine Certificates with
higher distribution priorities to receive distributions in respect of interest  
and principal will be senior to the rights of holders of Mezzanine Certificates 
with lower distribution priorities, and the rights of the holders of the        
Mezzanine Certificates to receive distributions in respect of interest and      
principal will be senior to the rights of the holders of the Class CE           
Certificates and Residual Certificates, in each case to the extent described    
herein.                                                                         

    The subordination feature is intended to enhance the likelihood of
regular receipt by the holders of the more senior classes of certificates of    
distributions in respect of interest and principal and to afford such holders   
limited protection against Realized Losses.                                     

        Excess Interest and Overcollateralization. The mortgage loans, if they
perform, are expected to generate more interest than is needed to distribute    
interest on the Floating Rate Certificates and to pay certain fees and expenses 
of the trust. The weighted average of the mortgage rates of the mortgage loans  
(net of certain fees and expenses of the trust) is generally expected to be     
higher than the weighted average of the pass-through rates on the Floating Rate 
Certificates. The aggregate principal balance of the mortgage loans as of the   
cut-off date will exceed the aggregate Certificate Principal Balance of the     
Floating Rate Certificates, the Class X and the Class P Certificates as of the  
closing date by approximately $20,783,599 which is approximately equal to the   
initial Overcollateralization Target Amount. The pooling and servicing agreement
requires that, on each distribution date, the Net Monthly Excess Cashflow, if   
any, be applied on such distribution date as an accelerated distribution of     
principal on the Floating Rate Certificates, whenever the Overcollateralization 
Amount is less than the required amount, subject to the priorities described    
below and under "--Principal Distributions" above.                              

    The payment of portions of the Net Monthly Excess Cashflow (to the
extent described above and subject to the priorities described below) as        
principal distributions to the holders of the Floating Rate Certificates is     
intended to maintain or restore overcollateralization (the excess of the        
aggregate principal balance of the mortgage loans over the aggregate Certificate
Principal Balance of the Floating Rate Certificates and the Class P             
Certificates). The pooling and servicing agreement requires that the above      
described principal distributions to the holders of the Floating Rate           
Certificates entitled to principal continue, whenever funds are available for   
such purpose, until the amount of overcollateralization is equal to the         
Overcollateralization Target Amount. There can be no assurance that Net Monthly 
Excess Cashflow will be generated in amounts sufficient to maintain the required
level of overcollateralization. There can be no assurance as to the rate at     
which the Certificate Principal Balances of the certificates entitled to        
principal will be reduced, and there can be no assurance that Realized Losses   
will not be allocated to the Mezzanine Certificates. However, excess interest   
and overcollateralization are intended to absorb Realized Losses prior to the   
allocation of any such Realized Losses to the Mezzanine Certificates. See       
"--Allocation of Losses" below.                                                 

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With respect to any Distribution Date, any Net Monthly Excess Cashflow will be  
paid in the following amounts and order of priority:                            

(i) to the holders of the class or classes of Floating Rate   
Certificates then entitled to receive distributions in respect of principal, in 
an amount equal to the Overcollateralization Increase Amount, distributable as  
part of the Group I Principal Distribution Amount and Group II Principal        
Distribution Amount;                                                            

      (ii) sequentially, to the holders of the Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, 
the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7           
Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class 
M-10 Certificates, the Class M-11 Certificates, the Class M-12 Certificates and 
the Class M-13 Certificates, in that order, in each case up to the related      
Interest Carry Forward Amount related to such class for such distribution date; 

       (iii) sequentially, to the holders of the Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, 
the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7           
Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class 
M-10 Certificates, the Class M-11 Certificates, the Class M-12 Certificates and 
the Class M-13 Certificates, in that order, in each case up to the related      
Allocated Realized Loss Amount for such class for such distribution date;       

      (iv) to the Net WAC Rate Carryover Reserve Account, the aggregate of
any Net WAC Rate Carryover Amounts for the Floating Rate Certificates (net of   
any portion of any Net WAC Rate Carryover Amount covered by the cap contracts); 

    (v) to the holders of the Class CE Certificates as provided in the
pooling and servicing agreement; and                                            

 (vi) to the holders of the Residual Certificates, any remaining
amounts; provided that if such distribution date is the distribution date       
immediately following the expiration of the latest prepayment charge term or any
distribution date thereafter, then any such remaining amounts will be           
distributed first, to the holders of the Class P Certificates, until the        
Certificate Principal Balance thereof has been reduced to zero; and second, to  
the holders of the Residual Certificates.                                       

       In the event that Realized Losses are incurred on the mortgage loans,
such Realized Losses could result in an overcollateralization deficiency since  
such Realized Losses would reduce the principal balance of the mortgage loans   
without a corresponding reduction to the aggregate Certificate Principal Balance
of the Floating Rate Certificates. In such event, the pooling and servicing     
agreement will require the distribution from Net Monthly Excess Cashflow, if    
any, of an amount equal to the Overcollateralization Increase Amount, which will
constitute a principal distribution on the Floating Rate Certificates in        
reduction of the Certificate Principal Balances thereof in order to eliminate   
such overcollateralization deficiency. This will have the effect of accelerating
the amortization of the Floating Rate Certificates relative to the amortization 
of the mortgage loans, and of increasing the Overcollateralized Amount.         

In the event that the Overcollateralized Amount exceeds the   
Overcollateralization Target Amount on any distribution date, the pooling and   
servicing agreement will provide that a portion of the Principal Remittance     
Amount on such distribution date be distributed to the holders of the Class CE  
Certificates pursuant to the priorities set forth above. This will have the     
effect of decelerating the amortization of the Floating Rate Certificates       
relative to the amortization of the mortgage loans, and of reducing the         
Overcollateralized Amount.                                                      

         On the Closing Date, the trust administrator will establish the Net WAC
Rate Carryover Reserve Account from which distributions in respect of Net WAC   
Rate Carryover Amounts on the Floating Rate Certificates will be made. The Net  
WAC Rate Carryover Reserve Account will be an asset of the trust but not of any 
REMIC. On each distribution date, after making the distributions and allocations
of the last of the Available Distribution Amount for such distribution date as  
described above, the trust administrator will                                   

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withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of the  
amount then on deposit therein (including amounts received by the trust         
administrator under the cap contracts and amounts deposited therein from Net    
Monthly Excess Cashflow), the aggregate of any Net WAC Rate Carryover Amounts   
for the Floating Rate Certificates for such distribution date and will          
distribute such amounts to the holders of such classes of certificates in the   
following amounts and order of priority:                                        

      (A) to the Group I Certificates any remaining Net WAC Rate Carryover
Amount for such class, but only to the extent of amounts paid under the Group 1 
Cap Contract;                                                                   

     (B) concurrently, to the Group II Certificates, on a pro rata basis
based on the Certificate Principal Balance for each such class prior to any     
distributions of principal on such distribution date and then on a pro rata     
basis based on any remaining related Net WAC Rate Carryover Amount for each such
class, but only to the extent of amounts paid under Group II Cap Contract;      

     (C) concurrently, to the Mezzanine Certificates on a pro rata basis
based on the Certificate Principal Balance for each such class prior to any     
distributions of principal on such distribution date and then on a pro rata     
basis based on any remaining Net WAC Rate Carryover Amount for each such class, 
but only to the extent of amounts paid under the Mezzanine Cap Contract; and    

         (D) to the Class A Certificates and Mezzanine Certificates, any related
unpaid Net WAC Rate Carryover Amount (after taking into account distributions   
pursuant to (A), (B) and (C) above), distributed in the following order of      
priority:                                                                       

    (i) concurrently, to the Class A Certificates, on a pro rata basis
based on the Certificate Principal Balance for each such class prior to any     
distributions of principal on such distribution date and then on a pro rata     
basis based on any remaining Net WAC Rate Carryover Amount for each such class; 
and                                                                             

       (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 , Class M-9, Class M-10, Class M-11, 
Class M-12 and Class M-13 Certificates.                                         

       On each distribution date, the trust administrator will withdraw from
the certificate account all amounts representing prepayment charges in respect  
of the mortgage loans received during the related Prepayment Period and will    
distribute these amounts to the holders of the Class P Certificates.            

CAP CONTRACTS                                                                   

    The following certificates will each have the benefit of a related
interest rate cap contract: (i) the Group I Certificates (referred to as the    
Group I Cap Contract); (ii) the Group II Certificates (referred to as the Group 
II Cap Contract); and (iii) the Mezzanine Certificates (referred to as the      
Mezzanine Cap Contract). Pursuant to each cap contract, Bear Stearns Financial  
Products Inc. ("BSFP" and together with any successor, the "Counterparty" or    
"Cap Provider") will agree to pay to the trust a monthly payment in an amount   
equal to the product of: (1) for the distribution date in October 2005 through  
the distribution date in June 2008 (in the case of the Group I Cap Contract and 
the Mezzanine Cap Contract), June 2008 (in the case of the Group II Cap         
Contract) and June 2008 (in the case of the Mezzanine Cap Contract), the excess,
if any, of one-month LIBOR (as defined in the related cap contract) over the    
rate set forth in the related cap contract, up to a maximum rate set forth in   
the related cap contract; (2) the lesser of (i) the notional amount for the     
related Interest Accrual Period set forth in the related cap contract and (ii)  
the aggregate Certificate Principal Balance of the certificates benefited by    
such cap contract; and (3) a fraction, the numerator of which is the actual     
number of days in the related Interest Accrual Period, and the denominator of   
which is 360. The notional amount declines in accordance with a schedule set    
forth in the related cap contract.                                              

      BSFP is a bankruptcy remote derivatives product company based in New
York, New York that has been established as a wholly owned subsidiary of The    
Bear Stearns Companies, Inc. BSFP has a ratings classification of "AAA" from S&P
and "Aaa" from Moody's. BSFP will provide upon request, without                 

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charge, to each person to whom this prospectus supplement is delivered, a copy  
of (i) the ratings analysis from each of S&P and Moody's evidencing those       
respective ratings or (ii) the most recent audited annual financial statements  
of BSFP. Request for information should be directed to the DPC Manager of Bear  
Stearns Financial Products Inc. at (212) 272-4009 or in writing at 383 Madison  
Avenue, Suite 2700, New York, New York 10179. BSFP is an affiliate of Bear,     
Stearns & Co. Inc.                                                              

        The Counterparty has not been involved in the preparation of, and does
not accept responsibility for, this prospectus supplement or the accompanying   
prospectus.                                                                     

ALLOCATION OF LOSSES                                                            

    Any Realized Losses on the mortgage loans will be allocated on any
distribution date first, to Net Monthly Excess Cashflow, second, to the Class CE
Certificates, until the Certificate Principal Balance of the Class CE           
Certificates has been reduced to zero and third, to each class of Mezzanine     
Certificates in reverse numerical order until the certificate principal balance 
of each such class has been reduced to zero. The pooling and servicing agreement
will not permit the allocation of Realized Losses to the Class A Certificates,  
the Class P Certificates or the Class X Certificates. Investors in the Class A  
Certificates should note, however, that although Realized Losses cannot be      
allocated to these certificates, under certain loss scenarios there may not be  
enough interest and principal received or advanced on the mortgage loans to     
distribute to the Class A Certificates all interest and principal amounts to    
which they are then entitled.                                                   

         Once Realized Losses have been allocated to the Mezzanine Certificates,
such amounts with respect to such certificates will no longer accrue interest   
and such amounts will not be reinstated thereafter (except in the case of       
Subsequent Recoveries). However, Allocated Realized Loss Amounts may be         
distributed to the holders of the Mezzanine Certificates from Net Monthly Excess
Cashflow, according to the priorities set forth under "-- Overcollateralization 
Provisions" above.                                                              

    Any allocation of a Realized Loss to a certificate will be made by
reducing the Certificate Principal Balance of that certificate by the amount so 
allocated as of the distribution date in the month following the calendar month 
in which the Realized Loss was incurred.                                        

P&I ADVANCES                                                                    

      If the scheduled payment on a mortgage loan which was due during the
related Due Period is delinquent, the servicer will remit to the trust          
administrator on the related servicer remittance date an amount equal to such   
delinquency, except to the extent such servicer determines any such advance to  
be nonrecoverable from future payments on the mortgage loan for which such      
advance was made. These advances are referred to in this prospectus supplement  
as "P&I Advances." Subject to the foregoing, P&I Advances will be made by each  
servicer until the time set forth in the pooling and servicing agreement.       
Failure by a servicer to remit any required P&I Advance, which failure goes     
unremedied beyond any applicable cure period under the related servicing        
agreement, will constitute an event of default under the pooling and servicing  
agreement. Shortfalls in interest collection arising from the application of the
Relief Act or any state law providing for similar relief will generally not be  
covered by any P&I Advances. If any servicer fails to make any required P&I     
Advance, the trust administrator will be obligated to make such P&I Advance to  
the extent provided in the pooling and servicing agreement. None of the         
servicers will advance the balloon payment with respect to any balloon mortgage 
loan. In addition, with respect to the Countrywide Mortgage Loans, Countrywide  
Servicing will not make any advances with respect to REO Properties.            

       The purpose of making such P&I Advances is to maintain a regular cash
flow to the certificateholders, rather than to guarantee or insure against      
losses.                                                                         

      Each servicer is entitled to be reimbursed for these advances to the
extent set forth in the pooling and servicing agreement. See "Description of the
Securities--Advances in Respect of Delinquencies" in the prospectus.            

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REPORTS TO CERTIFICATEHOLDERS                                                   

      The trust administrator will generate, based on information received
from the servicer, the monthly statements discussed in the prospectus under     
"Description of the Securities--Reports to Securityholders," which will include 
information as to the outstanding Certificate Principal Balance of each class of
the offered certificates and the status of the applicable form of credit        
enhancement. The trust administrator will make each monthly statement and, at   
its option, any additional files containing the same information in an          
alternative format, available each month via the trust administrator's internet 
website. Assistance in using the website can be obtained by calling Citibank's  
Agency & Trust department at (212) 816-5680. Parties that are unable to use the 
above distribution options are entitled to have a paper copy mailed to them via 
first class mail by calling Citibank's Agency & Trust department and indicating 
such. The trust administrator will have the right to change the way statements  
are distributed in order to make such distribution more convenient and/or more  
accessible the recipients thereof, and the trust administrator will provide     
timely and adequate notification regarding any such changes.                    

       In addition, within a reasonable period of time after the end of each
calendar year, the trust administrator will, upon request, prepare and deliver  
to each holder of a certificate of record during the previous calendar year a   
statement containing information necessary to enable holders of the certificates
to prepare their tax returns. Such obligation of the trust administrator will be
deemed to have been satisfied to the extent that substantially comparable       
information is provided by the trust administrator pursuant to Code. These      
statements will not have been examined and reported upon by an independent      
public accountant.                                                              

 THE SERVICERS

GENERAL                                                                         

        Countrywide Servicing will service mortgage loans that were originated
by WMC, MortgageIT and Impac. JPMorgan will service mortgage loans that were    
originated by MortgageIT, First Horizon and Accredited. HomEq will service      
mortgage loans that were originated by MortgageIT.                              

THE SERVICERS                                                                   

COUNTRYWIDE HOME LOANS SERVICING LP                           

       The information set forth below with regard to Countrywide Home Loans
Servicing LP has been provided to the depositor by Countrywide Servicing. None  
of the depositor, the servicers, the seller, the trust administrator, the       
trustee, the underwriter, any of their respective affiliates or any other party 
has made or will make any representation as to the accuracy or completeness of  
such information.                                                               

        The principal executive offices of Countrywide Home Loans Servicing LP
("Countrywide Servicing") are located at 7105 Corporate Drive, Plano, Texas     
75024. Countrywide Servicing is a Texas limited partnership directly owned by   
Countrywide GP, Inc. and Countrywide LP, Inc., each a Nevada corporation and a  
direct, wholly owned subsidiary of Countrywide Home Loans, Inc., a New York     
corporation ("Countrywide Home Loans"). Countrywide Home Loans is a direct,     
wholly owned subsidiary of Countrywide Financial Corporation, a Delaware        
corporation ("Countrywide Financial"). Countrywide GP, Inc. owns a 0.1% interest
in Countrywide Servicing and is the general partner. Countrywide LP, Inc. owns a
99.9% interest in Countrywide Servicing and is a limited partner.               

      Countrywide Home Loans established Countrywide Servicing in February
2000 to service mortgage loans originated by Countrywide Home Loans that would  
otherwise have been serviced by Countrywide Home Loans. In January and February,
2001, Countrywide Home Loans transferred to Countrywide Servicing all of its    
rights and obligations relating to mortgage loans serviced on behalf of Freddie 
Mac and Fannie Mae, respectively. In October 2001, Countrywide Home Loans       
transferred to Countrywide Servicing all of its rights and obligations to the   
bulk of its non agency loan servicing portfolio, including with respect to those
mortgage                                                                        

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loans formerly serviced by Countrywide Home Loans and securitized by certain of 
its affiliates. While Countrywide Home Loans expects to continue to directly    
service a portion of its loan portfolio, it is expected that the servicing      
rights for most newly originated Countrywide Home Loans product will be         
transferred to Countrywide Servicing upon sale or securitization of the related 
mortgage loans. Countrywide Servicing is engaged in the business of servicing   
mortgage loans and will not originate or acquire loans, an activity that will   
continue to be performed by Countrywide Home Loans. In addition to acquiring    
mortgage servicing rights from Countrywide Home Loans, it is expected that      
Countrywide Servicing will service mortgage loans for non Countrywide Home Loans
affiliated parties as well as subservice mortgage loans on behalf of other      
master servicers.                                                               

        In connection with the establishment of Countrywide Servicing, certain
employees of Countrywide Home Loans became employees of Countrywide Servicing.  
Countrywide Servicing has engaged Countrywide Home Loans as a subservicer to    
perform certain loan servicing activities on its behalf.                        

        Countrywide Servicing is an approved mortgage loan servicer for Fannie
Mae, Freddie Mac, Ginnie Mae, HUD and VA and is licensed to service mortgage    
loans in each state where a license is required. Its loan servicing activities  
are guaranteed by Countrywide Financial and/or Countrywide Home Loans when      
required by the owner of the mortgage loans. As of June 30, 2005, Countrywide   
Servicing had a net worth of approximately $14.16 billion.                      

Countrywide Home Loans                                        

     Countrywide Home Loans is engaged primarily in the mortgage banking
business, and as such, originates, purchases, sells and services (either        
directly or through subsidiaries) mortgage loans. Countrywide Home Loans        
originates mortgage loans through a retail branch system and through mortgage   
loan brokers and correspondents nationwide. Loans originated, purchased, sold or
serviced by Countrywide Home Loans are principally first lien, fixed or         
adjustable rate mortgage loans secured by single family residences. References  
in the remainder of this section to Countrywide Home Loans should be read to    
include Countrywide Home Loans and its consolidated subsidiaries, including     
Countrywide Servicing.                                                          

       The principal executive offices of Countrywide Home Loans are located
at 4500 Park Granada, Calabasas, California 91302.                              

         Countrywide Home Loans services substantially all of the mortgage loans
it originates or acquires. In addition, Countrywide Home Loans has purchased in 
bulk the rights to service mortgage loans originated by other lenders.          
Countrywide Home Loans has in the past and may in the future sell to other      
mortgage bankers a portion of its portfolio of loan servicing rights. As of June
30, 2005, Countrywide Home Loans provided servicing for approximately $964.444  
billion aggregate principal amount of mortgage loans, substantially all of which
are being serviced for unaffiliated persons.                                    

Foreclosure, Delinquency and Loss Experience                  

        Historically, a variety of factors, including the appreciation of real
estate values, have limited Countrywide Home Loans' loss and delinquency        
experience on its portfolio of serviced mortgage loans. There can be no         
assurance that factors beyond the control of Countrywide Home Loans, such as    
national or local economic conditions or downturns in the real estate markets of
its lending areas, will not result in increased rates of delinquencies and      
foreclosure losses in the future.                                               

        A general deterioration of the real estate market in regions where the
mortgaged properties are located may result in increases in delinquencies of    
loans secured by real estate, slower absorption rates of real estate into the   
market and lower sales prices for real estate. A general weakening of the       
economy may result in decreases in the financial strength of borrowers and      
decreases in the value of collateral serving as security for loans. If the real 
estate market and economy were to decline, Countrywide Home Loans may experience
an increase in delinquencies on the loans it services and higher net losses on  
liquidated loans.                                                               

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      The following table summarizes the delinquency, foreclosure and loss
experience, respectively, on the dates indicated, of the mortgage loans         
originated or acquired by Countrywide Home Loans and serviced or master serviced
by Countrywide Home Loans and securitized by certain affiliates of Countrywide  
Home Loans in transactions that were registered with the Securities and Exchange
Commission. The delinquency, foreclosure and loss percentages may be affected by
the size and relative lack of seasoning in the servicing portfolio. The         
information should not be considered as a basis for assessing the likelihood,   
amount or severity of delinquency or losses on the mortgage loans and no        
assurances can be given that the foreclosure, delinquency and loss experience   
presented in the following table will be indicative of the actual experience on 
the mortgage loans. The columns in the following table may not total due to     
rounding.                                                                       

                                                        [Enlarge/Download Table]

                                 AT                                  AT                                                   
                              FEBRUARY 28,                       DECEMBER 31,                                AT           
                              ------------      ------------------------------------------------           JUNE 30,       
                                 2001           2001          2002           2003           2004            2005          
                                 ----           ----          ----           ----           ----            ----          
                                     (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT LOSSES ON LIQUIDATED MORTGAGE LOANS)            

                                                                                                                          
Volume of Loans (1).......... $21,250,550    $25,658,250    $33,455,108     $47,663,628      $76,170,541     $108,044,780 
Delinquent Mortgage Loans                                                                                                 
   and Pending Foreclosures                                                                                               
   at Period End:                                                                                                         
   30 - 59 days..............        1.61%          1.89%          2.11%           1.80%           1.51%             1.30%
   60 - 89 days..............        0.28%          0.39%          0.53%           0.43%           0.28%             0.24%
   90 days or more                                                                                                        
   (excluding pending                                                                                                     
   foreclosures).............        0.14%          0.23%          0.35%           0.31%           0.26%             0.19%
Total of delinquencies.......        2.03%          2.50%          2.99%           2.53%           2.05%             1.73%
Foreclosure pending..........        0.27%          0.31%          0.31%           0.31%           0.20%             0.16%
Total delinquencies and                                                                                                   
   Foreclosures pending......        2.30%          2.82%          3.31%           2.84%           2.25%             1.90%
Losses on liquidated                                                                                                      
loans(2)..................... $(2,988,604)   $(5,677,141)  $(10,788,657)   $(16,159,208)   $(24,758,566)      $(4,810,599)

----------                                                                      
(1) "Volume of loans" reflects both performing and delinquent mortgage loans in 
the servicing portfolio on the dates indicated.                         

(2) "Losses on liquidated loans" reflect the losses accumulated during (i) the  
   year ended on February 28, 2001, (ii) the 10-month period ended on December
   31, 2001, (iii) the years ended on December 31, 2002, December 31, 2003 and
December 31, 2004 and (iv) the 6-month period ended on June 30, 2005,   
respectively.                                                           

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION                     

         The information set forth in the following paragraphs has been provided
by JPMorgan Chase Bank, National Association. None of the depositor, the other  
servicers, the seller, the trust administrator, the trustee, the underwriter,   
any of their respective affiliates or any other party has made or will make any 
representation as to the accuracy or completeness of such information.          

JPMorgan Chase Bank, National Association ("JPMorgan") is a   
wholly-owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation    
whose principal office is located in New York, New York. JPMorgan is a          
commercial bank offering a wide range of banking services to its customers both 
domestically and internationally. It is chartered, and its business is subject  
to examination and regulation, by the Office of the Comptroller of the Currency.
JPMorgan's main office is located in Columbus, Ohio. It is a member of the      
Federal Reserve System and its deposits are insured by the Federal Deposit      
Insurance Corporation.                                                          

  Prior to January 1, 2005, JPMorgan formed Chase Home Finance LLC
("CHF"), a wholly-owned, limited liability company. Prior to January 1, 2005,   
Chase Manhattan Mortgage Corporation ("CMMC") was engaged in the mortgage       
origination and servicing businesses. On January 1, 2005, CMMC merged with and  
into CHF with CHF as the surviving entity. JPMorgan will be the servicer of all 
originations and servicing rights purchases occurring on or after January 1,    
2005 and will engage CHF as its subservicer. CHF is engaged in the business of  
servicing mortgage loans and will continue to directly service its servicing    
portfolio existing prior to January 1, 2005.                                    

 In its capacity as a servicer, JPMorgan will be responsible for
servicing the Mortgage Loans in accordance with the terms set forth in the      
pooling and servicing agreement. JPMorgan may perform any or all of its         
obligations under the pooling and servicing agreement through one or more       
subservicers. JPMorgan has engaged CHF as its subservicer to perform loan       
servicing activities for the Mortgage Loans on its behalf.                      

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JPMorgan will remain liable for its servicing duties and obligations under the  
pooling and servicing agreement as if JPMorgan alone were servicing the Mortgage
Loans.                                                                          

Chase Home Finance LLC                                        

     Due to the recent restructuring of its mortgage operations JPMorgan
does not have meaningful historical servicing data. As a result and due to      
JPMorgan's engagement of CHF as its subservicer, CHF is providing below         
historical delinquency, foreclosure and loan loss data for its portfolio of     
fixed rate and adjustable rate subprime mortgage loans which were originated or 
purchased by CHF and subsequently securitized in asset-backed transactions (the 
"CHF Subprime Securitized Servicing Portfolio"). The CHF Subprime Securitized   
Servicing Portfolio represents only a portion of the total servicing portfolio  
of CHF and many of the mortgage loans in the CHF Subprime Securitized Servicing 
Portfolio have not been outstanding long enough to experience the level of      
delinquencies, foreclosures and loan losses which might be expected to occur on 
a larger, more seasoned portfolio of mortgage loans which were underwritten,    
originated and serviced in a manner similar to the mortgage loans in the CHF    
Subprime Securitized Servicing Portfolio. Because of the relatively small size  
and relative lack of seasoning of the CHF Subprime Securitized Servicing        
Portfoio, there can be no assurance that the delinquency, foreclosure and loan  
loss experience on the Mortgage Loans subserviced by CHF for JPMorgan in this   
transaction will correspond to the delinquency, foreclosure and loan loss       
experience shown in the tables below, and the actual delinquency, foreclosure   
and loan loss experience on the Mortgage Loans subserviced by CHF for JPMorgan  
in this transaction could be significantly worse. Moreover, the Mortgage Loans  
subserviced by CHF for JPMorgan in this transaction were acquired by the seller 
from various originators and were not originated by CHF and as a result, the    
actual delinquency, loss and foreclosure experience on such mortgage loans could
be significantly worse than the delinquency, foreclosure and loan loss          
experience shown in the tables below.                                           

CHF Subprime Securitized Servicing Portfolio                  

       The following tables contain information relating to the delinquency,
loan loss and foreclosure experience with respect to the CHF Subprime           
Securitized Servicing Portfolio.                                                

 DELINQUENCY AND FORECLOSURE EXPERIENCE OF THE
CHF SUBPRIME SECURITIZED SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                       -------------------------------------------------------------------------------------------------- 
                        AS OF JUNE 30, 2005    AS OF DECEMBER 31, 2004   AS OF DECEMBER 31, 2003  AS OF DECEMBER 31, 2002 
                        -------------------    -----------------------   -----------------------  ----------------------- 
                        Number       Dollar       Number      Dollar      Number       Dollar       Number       Dollar   
                       of Loans      Amount      of Loans     Amount     of Loans      Amount      of Loans      Amount   
                       --------      ------      --------     ------     --------      ------      --------      ------   
                                                                                                                          
Portfolio............. 60,264      $7,268,961     75,898   $9,388,238     90,370   $11,146,244      73,597     $8,326,818 
Delinquency                                                                                                               
   30-59 Days.........   2.43%           1.98%      2.41%        1.83%      2.40%         1.83%       2.69%          2.28%
   60-89 Days.........   0.67%           0.48%      0.70%        0.54%      0.84%         0.66%       0.86%          0.72%
   90 Days or more....   1.80%           1.26%      1.75%        1.31%      1.43%         1.15%       1.41%          1.21%
                         ----            ----       ----         ----       ----          ----        -----          ---- 
Total.................   4.90%           3.72%      4.86%        3.68%      4.67%         3.64%       4.96%          4.21%
                         ====            ====       ====         ====       ====          ====        ====           ==== 
Foreclosure rate......   2.64%           2.21%      2.72%        2.20%      2.47%         2.06%       2.65%          2.48%
REO Properties........    441             N/A        504          N/A        532           N/A         480            N/A 

       The period of delinquency is based on the number of days payments are
contractually past due. The delinquency statistics for the period exclude loans 
in foreclosure. The portfolio statistics set forth above exclude REO Properties.

The foreclosure rate reflects the number of mortgage loans in 
foreclosure as a percentage of the total number of mortgage loans or the dollar 
amount of mortgage loans in foreclosure as a percentage of the total            

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dollar amount of mortgage loans, as the case may be, as of the date indicated.  
REO properties are real estate owned properties which relate to foreclosed      
mortgages or properties for which deeds in lieu of foreclosure have been        
accepted, and held by CHF pending disposition.                                  

 LOAN LOSS EXPERIENCE OF THE CHF
SUBPRIME SECURITIZED SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                 Six Months         Year Ending        Year Ending        Year Ending    
                                            Ending June 30, 2005  December 31, 2004  December 31, 2003  December 31, 2002
                                            --------------------  -----------------  -----------------  -----------------
                                                                                                                         
Average amount outstanding..................    $     8,178,647   $    10,443,888    $    9,642,035     $    7,902,732   
Net losses..................................    $        31,834   $        73,858    $       73,504     $       43,458   
Net losses as a percentage of                                                                                            
average amount outstanding..................               0.39%             0.71%             0.76%              0.55%  

    The average amount outstanding during the period is the arithmetic
average of the principal balances of the mortgage loans outstanding on the last 
business day of each month during the period. Net losses are amounts relating to
mortgage loans which have been determined by CHF to be uncollectible, less      
amounts received by CHF as recoveries from liquidation proceeds and deficiency  
judgments.                                                                      

        In general, during periods in which the residential real estate market
is experiencing an overall decline in property values such that the principal   
balance of mortgage loans and any secondary financing on the related mortgaged  
properties become equal to or greater than the value of the related mortgaged   
properties, rates of delinquencies, foreclosure and losses could be             
significantly higher than might otherwise be the case. In addition, adverse     
economic conditions (which may affect real property values) may affect the      
timely payment by mortgagors of scheduled payments, and accordingly, the actual 
rates of delinquencies, foreclosures and losses with respect to the mortgage    
pool.                                                                           

Collection Procedures                                         

   CHF employs a variety of collection techniques during the various
stages of delinquency. The primary purpose of all collection efforts performed  
by CHF is to bring a delinquent mortgage loan current in as short a time as     
possible. Phone calls are used as the principal form of contacting a mortgagor. 
CHF utilizes a combination of predictive and preview dialer strategies to       
maximize the results of collection calling activity. Prior to initiating        
foreclosure proceedings, CHF makes every reasonable effort to determine the     
reason for the default; whether the delinquency is a temporary or permanent     
condition; and the mortgagors' attitude toward the obligation. CHF will take    
action to foreclose a mortgage only once every reasonable effort to cure the    
default has been made and a projection of the ultimate gain or loss on REO sale 
is determined. In accordance with accepted servicing practices, foreclosures are
processed within individual state guidelines and in accordance with the         
provisions of the mortgage and applicable state law.                            

 POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

       The certificates will be issued pursuant to the pooling and servicing
agreement, dated as of September 1, 2005, among the depositor, the servicers,   
the trust administrator and the trustee, a form of which is filed as an exhibit 
to the registration statement. A current report on Form 8-K relating to the     
certificates containing a copy of the pooling and servicing agreement as        
executed will be filed by the depositor with the Securities and Exchange        
Commission following the initial issuance of the certificates. The trust created
under the pooling and servicing agreement will consist of (i) all of the        
depositor's right, title and interest in and to the mortgage loans, the related 
mortgage notes, mortgages and other related documents; (ii) all payments on or  
collections in respect of the mortgage loans due after the cut-off date,        
together with any proceeds thereof; (iii) any mortgaged properties acquired on  
behalf of certificateholders by foreclosure or by deed-in-lieu of foreclosure,  
and any revenues received thereon; (iv) the rights of the trustee under all     
insurance policies required to be maintained pursuant to the pooling and        
servicing agreement; (v) the cap contracts; and (vi) the rights of the depositor

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under the mortgage loan purchase agreement pursuant to which the depositor      
acquired the mortgage loans from the seller.                                    

  Reference is made to the prospectus for important information in
addition to that set forth in this prospectus supplement regarding the trust    
fund, the terms and conditions of the pooling and servicing agreement and the   
offered certificates. The depositor will provide to a prospective or actual     
certificateholder without charge, on written request, a copy, without exhibits, 
of the pooling and servicing agreement. Requests should be addressed to the     
Secretary, Citigroup Mortgage Loan Trust Inc., 390 Greenwich Street, 6th Floor, 
New York, New York 10013.                                                       

ASSIGNMENT OF THE MORTGAGE LOANS                                                

   Pursuant to one or more sale agreements, each originator sold the
mortgage loans originated by it, directly or indirectly, without recourse, to   
the seller. Pursuant to an assignment and recognition agreement, the seller will
sell, transfer, assign, set over and otherwise convey the mortgage loans,       
without recourse, to the depositor on the closing date. Pursuant to the pooling 
and servicing agreement, the depositor will sell, transfer, assign, set over and
otherwise convey all of the mortgage loans, without recourse, to the trustee,   
for the benefit of the certificateholders, on the closing date.                 

        The depositor will deliver or cause to be delivered to the trustee, or
to a custodian on behalf of the trustee, with respect to each mortgage loan,    
among other things: the mortgage note endorsed in blank, the original mortgage  
with evidence of recording indicated thereon and an assignment of the mortgage  
in blank.                                                                       

     The assignments of mortgage will not be recorded in the offices for
real property records, except as set forth in the pooling and servicing         
agreement.                                                                      

 Pursuant to a related assignment and recognition agreement, the
originator and/or the seller made and/or will make certain representations and  
warranties relating to, among other things, certain characteristics of the      
mortgage loans. Subject to certain limitations contained in the related         
assignment and recognition agreement, the originator or the seller will be      
obligated to repurchase or substitute a similar mortgage loan for any mortgage  
loan as to which there exists uncured deficient documentation or an uncured     
breach of any such representation or warranty, if such document deficiency or   
breach of any such representation or warranty materially and adversely affects  
the value of such mortgage loan or the interests of the certificateholders in   
such mortgage loan.                                                             

    The seller will sell, and each originator sold, the mortgage loans
without recourse and neither the seller nor any originator will have any        
obligation with respect to the certificates, other than the cure, repurchase or 
substitution obligations described above and certain limited indemnification    
obligations. The depositor will not make any loan level representations and     
warranties and will not therefore have any cure, repurchase or substitution     
obligations with respect to any loan level representation or warranty.          

     The assignments of mortgage will not be recorded in the offices for
real property records, except as set forth in the pooling and servicing         
agreement.                                                                      

THE TRUSTEE                                                                     

         U.S. Bank National Association, a national banking association, will be
named trustee under the pooling and servicing agreement. The Trustee's offices  
for notices under the pooling and servicing agreement are located at 60         
Livingston Avenue, EP-MN-WS3D, St. Paul, MN 55107, and its telephone number is  
(800) 934-6802.                                                                 

        As compensation to the trustee in respect of its obligations under the
pooling and servicing agreement, the trustee's fees will be paid by the trust   
administrator pursuant to a separate agreement between the trustee and the trust
administrator, and such compensation will not be an expense of the trust.       

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      The trust will provide certain indemnifications to the trustee which
may reduce amounts otherwise distributable to certificateholders. See           
"--Indemnification of the Trustee, the Trust Administrator and any Custodian"   
below.                                                                          

THE TRUST ADMINISTRATOR                                                         

     Citibank, N.A., a national banking association, referred to in this
prospectus supplement as Citibank or the Trust Administrator, will act as trust 
administrator for the certificates pursuant to the pooling and servicing        
agreement. The trust administrator will perform certain administrative functions
on behalf of the trustee. The trust administrator's offices for notices under   
the pooling and servicing agreement are located 388 Greenwich Street, 14th      
Floor, New York, New York 10013, Attention: Citibank Agency & Trust, and its    
telephone number is (212) 816-5680.                                             

In the event any servicer defaults in the performance of its  
obligations pursuant to the terms of the pooling and servicing agreement prior  
to the appointment of a successor, the trust administrator will be obligated to 
perform such obligations until a successor servicer is appointed.               

     The principal compensation to be paid to the trust administrator in
respect of its obligations under the pooling and servicing agreement will be    
equal to certain investment earnings on the amounts on deposit in the           
certificate account.                                                            

The trust will provide certain indemnifications to the trust  
administrator which may reduce amounts otherwise distributable to               
certificateholders. See "--Indemnification of the Trustee, the Trust            
Administrator and any Custodian" below.                                         

INDEMNIFICATION OF THE TRUSTEE, THE TRUST ADMINISTRATOR AND ANY CUSTODIAN       

        The pooling and servicing agreement will provide that the trustee, the
trust administrator and any director, officer, employee or agent of the trustee 
or the trust administrator will be indemnified by the trust and will be held    
harmless against any loss, liability or expense (not including expenses,        
disbursements and advances incurred or made by the trustee or the trust         
administrator, as applicable, including the compensation and the expenses and   
disbursements of such party's agents and counsel, in the ordinary course of such
party's performance in accordance with the provisions of the pooling and        
servicing agreement) incurred by the trustee or the trust administrator, as     
applicable, arising out of or in connection with the acceptance or              
administration of its obligations and duties under the pooling and servicing    
agreement, other than any loss, liability or expense (i) resulting from a breach
of a servicers' obligations and duties under the pooling and servicing          
agreement, for which the trustee or the trust administrator, as applicable, is  
indemnified by the related servicer under the pooling and servicing agreement or
(ii) incurred by reason of willful misfeasance, bad faith or negligence of the  
trustee or the trust administrator, as applicable, in the performance of its    
duties under the pooling and servicing agreement or by reason of the reckless   
disregard by the trustee or the trust administrator, as applicable, of its      
obligations and duties under the pooling and servicing agreement or as a result 
of a breach by the trustee or the trust administrator, as applicable, of certain
of its obligations or covenants under the pooling and servicing agreement with  
respect to REMIC administration or REMIC protection. The pooling and servicing  
agreement will provide that amounts owing from the trust to the trustee or the  
trust administrator in respect of the foregoing indemnification may be withdrawn
and paid to the trustee or the trust administrator, as applicable, prior to the 
making of distributions to certificateholders. In addition, any custodian of the
mortgage files will be indemnified by the trust to the same degree as the       
trustee or the trust administrator would be indemnified as described above were 
it performing custodian functions itself pursuant to the pooling and servicing  
agreement. Furthermore, to the extent set forth in the pooling and servicing    
agreement, each servicer will be entitled to be indemnified by the trust against
losses, liabilities or expenses incurred in connection with legal actions       
relating to the pooling and servicing agreement.                                

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THE CREDIT RISK MANAGER                                                         

        The Murrayhill Company, a Colorado corporation, as credit risk manager
for the trust will monitor the performance of the servicers, and make           
recommendations to the servicers regarding certain delinquent and defaulted     
mortgage loans and will report on the performance of such mortgage loans,       
pursuant to a credit risk management agreement to be entered into by the credit 
risk manager and each servicer on or prior to the closing date. The credit risk 
manager will rely upon mortgage loan data that is provided to it by the         
servicers in performing its advisory and monitoring functions. The credit risk  
manager will be entitled to receive the credit risk manager fee until the       
termination of the trust or until its removal by a vote of at least 66 2/3% of  
the certificateholders. Such fee will be paid by the trust and will be equal to 
a per annum percentage of the then current aggregate principal balance of the   
mortgage loans.                                                                 

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

         Each servicer will be entitled to receive a fee as compensation for its
servicing activities under the pooling and servicing agreement equal to the     
servicing fee rate multiplied by the scheduled principal balance of each        
mortgage loan serviced by such servicer as of the due date in the month         
preceding the month in which such distribution date occurs. The Servicing Fee   
Rate for each mortgage loan will be determined as described in the definition of
Servicing Fee Rate under "Description of the Certificates--Glossary" in this    
prospectus supplement.                                                          

        As additional servicing compensation, each servicer may be entitled to
retain all assumption fees, tax service fees and late payment charges, all to   
the extent collected from mortgagors and as provided in the pooling and         
servicing agreement. In addition, HomEq will be entitled to prepayment interest 
excess as provided in the pooling and servicing agreement.                      

         Each servicer will pay all related expenses incurred in connection with
its servicing responsibilities, subject to limited reimbursement as described in
the pooling and servicing agreement.                                            

        Each servicer is obligated to offset any Prepayment Interest Shortfall
in respect of certain prepayments of mortgage loans serviced by such servicer,  
to the extent set forth in the pooling and servicing agreement.                 

         The related servicer is obligated to pay certain insurance premiums and
certain ongoing expenses associated with the related mortgage loans incurred by 
such servicer in connection with its responsibilities under the pooling and     
servicing agreement, and is entitled to reimbursement therefor as provided in   
the pooling and servicing agreement. See "Description of the                    
Securities--Retained Interest; Servicing or Administration Compensation and     
Payment of Expenses" in the prospectus for information regarding expenses       
payable by the servicers and "Federal Income Tax Consequences" in this          
prospectus regarding certain taxes payable by the trust administrator.          

VOTING RIGHTS                                                                   

    At all times, 98% of all voting rights will be allocated among the
holders of the Floating Rate Certificates and the Class CE Certificates in      
proportion to the then outstanding Certificate Principal Balances of their      
respective certificates, 1% of all voting rights will be allocated to the       
holders of the Class P Certificates in proportion to the then outstanding       
Certificate Principal Balances of their respective certificates and 1% of all   
voting rights will be allocated among the holders of the Residual Certificates, 
in each case in proportion to the percentage interests in such classes evidenced
by their respective certificates.                                               

TERMINATION                                                                     

     The majority holder of the Class X Certificates or if such majority
holder fails to exercise such right, any servicer, will have the right to       
purchase all of the mortgage loans and any REO properties on any distribution   
date once the aggregate principal balance of the mortgage loans and REO         
properties at the time of                                                       

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purchase is reduced to less than 10% of the aggregate principal balance of      
the mortgage loans as of the cut-off date. If such option is exercised, such    
election will effect both the termination of the trust and the early retirement 
of the certificates. In the event such option is exercised, the purchase price  
payable in connection therewith generally will be equal to the greater of (i)   
the aggregate stated principal balance of the mortgage loans and the fair market
value of any REO properties, plus accrued interest for each mortgage loan at the
related mortgage rate to but not including the first day of the month in which  
the purchase price is distributed, together with any amounts due to the servicer
for any unreimbursed servicing advances and (ii) the aggregate fair market value
of all of the assets in the trust. However, this option may only be exercised if
the termination price is sufficient to pay all interest accrued on, as well as  
amounts necessary to retire the principal balance of, any net interest margin   
securities to be issued by a separate trust and secured by all or a portion of  
the Class CE Certificates and Class P Certificates. In the event such option is 
exercised, the portion of the purchase price allocable to the certificates of   
each class will be, to the extent of available funds:                           

o        in the case of each class of certificates, 100% of the then outstanding
Certificate Principal Balance thereof, plus                   

o        in the case of each class of certificates, one month's interest on the 
    then outstanding Certificate Principal Balance thereof at the then
        applicable pass-through rate for that class and any previously accrued
but unpaid interest thereon.                                  

 In no event will the trust created by the pooling and servicing
agreement continue beyond the expiration of 21 years from the death of the      
survivor of the persons named in the pooling and servicing agreement. See       
"Description of the Securities--Termination" in the prospectus.                 

 FEDERAL INCOME TAX CONSEQUENCES

        One or more elections will be made to treat designated portions of the
trust (exclusive of the Net WAC Rate Carryover Reserve Account and the cap      
contracts) as a real estate mortgage investment conduit, or REMIC, for federal  
income tax purposes. Upon the issuance of the offered certificates, Thacher     
Proffitt & Wood LLP, counsel to the depositor, will deliver its opinion         
generally to the effect that, assuming compliance with all provisions of the    
pooling and servicing agreement, for federal income tax purposes, each REMIC    
created under the pooling and servicing agreement will qualify as a REMIC under 
Sections 860A through 860G of the Code.                                         

     For federal income tax purposes, (i) the Residual Certificates will
consist of components, each of which will represent the sole class of "residual 
interests" in related REMICs elected by the trust and (ii) the Certificates     
other than the Residual Certificates (exclusive of any right to receive payments
from the Net WAC Rate Carryover Reserve Account) will represent ownership of    
"regular interests" in, and generally will be treated as debt instruments of a  
REMIC. See "Federal Income Tax Consequences--REMIC--Classification of REMICs" in
the prospectus.                                                                 

      For federal income tax reporting purposes, the Class A-2A, Class M-8
and Class M-9 Certificates may, the Class M-10 Certificates will, and the       
remaining classes of offered certificates will not, be treated as having been   
issued with original issue discount. The prepayment assumption that will be used
in determining the rate of accrual of original issue discount, premium and      
market discount, if any, for federal income tax purposes will be based on the   
assumption that, subsequent to the date of any determination, the mortgage loans
will prepay at a rate equal to the Prepayment Assumption. No representation is  
made that the mortgage loans will prepay at that rate or at any other rate. See 
"Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular   
Certificates--Original Issue Discount" in the prospectus.                       

        The Internal Revenue Service, or IRS, has issued OID regulations under
Sections 1271 to 1275 of the Code generally addressing the treatment of debt    
instruments issued with original issue discount.                                

Each holder of a Floating Rate Certificate is deemed to own an
undivided beneficial ownership interest in a REMIC regular interest and the     
right to receive payments from the Net WAC Rate Carryover                       

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Reserve Account in respect of the Net WAC Rate Carryover Amount. The Net WAC    
Rate Carryover Reserve Account is not an asset of any REMIC.                    

  The treatment of amounts received by a holder of a Floating Rate
Certificate under such holder's right to receive the Net WAC Rate Carryover     
Amount, will depend on the portion, if any, of such holder's purchase price     
allocable thereto. Under the REMIC Regulations, each holder of a Floating Rate  
Certificate must allocate its purchase price for the Floating Rate Certificate  
among its undivided interest in the regular interest of the related REMIC and   
its undivided interest in the right to receive payments from the Net WAC Rate   
Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount in    
accordance with the relative fair market values of each property right. The     
trust administrator will, as required, treat payments made to the holders of the
Floating Rate Certificates with respect to the Net WAC Rate Carryover Amount, as
includible in income based on the regulations relating to notional principal    
contracts (the "Notional Principal Contract Regulations"). The OID Regulations  
provide that the Trust's allocation of the issue price is binding on all holders
unless the holder explicitly discloses on its tax return that its allocation is 
different from the Trust's allocation. For tax reporting purposes, the trust    
administrator may, as required, treat the right to receive payments from the Net
WAC Rate Carryover Reserve Account in respect of Net WAC Rate Carryover Amounts 
as having more than a de minimis value. Upon request, the trust administrator   
will make available information regarding such amounts as has been provided to  
it. Under the REMIC Regulations, the trust administrator is required to account 
for the REMIC regular interest, the right to receive payments from the Net WAC  
Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount  
as discrete property rights. Holders of the Floating Rate Certificates are      
advised to consult their own tax advisors regarding the allocation of issue     
price, timing, character and source of income and deductions resulting from the 
ownership of such Certificates. Treasury regulations have been promulgated under
Section 1275 of the Code generally providing for the integration of a           
"qualifying debt instrument" with a hedge if the combined cash flows of the     
components are substantially equivalent to the cash flows on a variable rate    
debt instrument. However, such regulations specifically disallow integration of 
debt instruments subject to Section 1272(a)(6) of the Code. Therefore, holders  
of the Floating Rate Certificates will be unable to use the integration method  
provided for under such regulations with respect to those Certificates. If the  
trust administrator's treatment of payments of the Net WAC Rate Carryover Amount
is respected, ownership of the right to the Net WAC Rate Carryover Amount will  
entitle the owner to amortize the price paid for the right to the Net WAC Rate  
Carryover Amount under the Notional Principal Contract Regulations.             

     Upon the sale of a Floating Rate Certificate the amount of the sale
allocated to the selling certificateholder's right to receive payments from the 
Net WAC Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover 
Amount would be considered a "termination payment" under the Notional Principal 
Contract Regulations allocable to the related Floating Rate Certificate, as the 
case may be. A holder of a Floating Rate Certificate will have gain or loss from
such a termination of the right to receive payments from the Net WAC Rate       
Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount equal 
to (i) any termination payment it received or is deemed to have received minus  
(ii) the unamortized portion of any amount paid (or deemed paid) by the         
certificateholder upon entering into or acquiring its interest in the right to  
receive payments from the Net WAC Rate Carryover Reserve Account in respect of  
the Net WAC Rate Carryover Amount.                                              

    Gain or loss realized upon the termination of the right to receive
payments from the Net WAC Rate Carryover Reserve Account in respect of the Net  
WAC Rate Carryover Amount will generally be treated as capital gain or loss.    
Moreover, in the case of a bank or thrift institution, Code Section 582(c) would
likely not apply to treat such gain or loss as ordinary.                        

         It is possible that the right to receive payments in respect of the Net
WAC Rate Carryover Amounts could be treated as a partnership among the holders  
of the Floating Rate Certificates, in which case holders of such Certificates   
potentially would be subject to different timing of income and foreign holders  
of such Certificates could be subject to withholding in respect of any related  
Net WAC Rate Carryover Amount. Holders of the Floating Rate Certificates are    
advised to consult their own tax advisors regarding the allocation              

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of issue price, timing, character and source of income and deductions resulting 
from the ownership of their Certificates.                                       

   With respect to the Floating Rate Certificates, this paragraph is
relevant to such Certificates exclusive of the rights of the holders of such    
Certificates to receive certain payments in respect of the Net WAC Rate         
Carryover Amount. The offered certificates may be treated for federal income tax
purposes as having been issued with a premium. Certificateholders may elect to  
amortize such premium under a constant yield method in which case such          
amortizable premium will generally be allocated among the interest distributions
on such certificates and will be applied as an offset against the interest      
distributions. See "Federal Income Tax Consequences--REMICs--Taxation of Owners 
of REMIC Regular Certificates--Premium" in the prospectus.                      

         The offered certificates will be treated as assets described in Section
7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)(4)(A)  
of the Code, generally in the same proportion that the assets in the related    
trust fund would be so treated. In addition, interest on the offered            
certificates will be treated as "interest on obligations secured by mortgages on
real property" under Section 856(c)(3)(B) of the Code, generally to the extent  
that the offered certificates are treated as "real estate assets" under Section 
856(c)(4)(A) of the Code. The offered certificates (other than the Residual     
Certificates) also will be treated as "qualified mortgages" under Section       
860G(a)(3) of the Code. See "Federal Income Tax Consequences--REMICs--          
Characterization of Investments in REMIC Certificates" in                       
the prospectus.                                                                 

      It is not anticipated that the REMIC will engage in any transactions
that would subject it to the prohibited transactions tax as defined in Section  
860F(a)(2) of the Code, the contributions tax as defined in Section 860G(d) of  
the Code or the tax on net income from foreclosure property as defined in       
Section 860G(c) of the Code. However, in the event that any such tax is imposed 
on the REMIC, the tax will be borne (i) by the trustee, if the trustee has      
breached its obligations with respect to REMIC compliance under the pooling and 
servicing agreement, (ii) by the trust administrator, if the trust administrator
has breached its obligations with respect to REMIC compliance under the pooling 
and servicing agreement, (iii) by the servicers, if the servicers have breached 
their obligations with respect to REMIC compliance under the pooling and        
servicing agreement, or (iv) otherwise by the trust fund, with a resulting      
reduction in amounts otherwise distributable to holders of the certificates. See
"Description of the Securities--General" and "Federal Income Tax Consequences   
--REMICs--Prohibited Transactions Tax and Other Taxes" in the prospectus.       

      The responsibility for filing annual federal information returns and
other reports will be generally borne by the trust administrator. See "Federal  
Income Tax Consequences--REMICs--Reporting and Other Administrative Matters" in 
the prospectus.                                                                 

       For further information regarding the federal income tax consequences
of investing in the offered certificates, see "Federal Income Tax               
Consequences--REMICs" in the prospectus.                                        

METHOD OF DISTRIBUTION

   Subject to the terms and conditions set forth in the underwriting
agreement, dated September 9, 2005, the depositor has agreed to sell, and the   
underwriter has agreed to purchase the offered certificates. The underwriter is 
obligated to purchase all offered certificates offered hereby if it purchases   
any. The underwriter is an affiliate of the depositor.                          

         Distribution of the offered certificates will be made from time to time
in negotiated transactions or otherwise at varying prices to be determined at   
the time of sale. Proceeds to the depositor from the sale of the offered        
certificates, before deducting expenses payable by the depositor, will be       
approximately 99.75% of the aggregate initial Certificate Principal Balance of  
the offered certificates. In connection with the purchase and sale of the       
offered certificates, the underwriter may be deemed to have received            
compensation from the depositor in the form of underwriting discounts.          

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        The offered certificates are offered subject to receipt and acceptance
by the underwriter, to prior sale and to the underwriter's right to reject any  
order in whole or in part and to withdraw, cancel or modify the offer without   
notice. It is expected that delivery of the offered certificates will be made   
through the facilities of DTC, Clearstream and Euroclear on or about the closing
date. The offered certificates will be offered in Europe and the United States  
of America.                                                                     

       The underwriting agreement provides that the depositor will indemnify
the underwriter against certain civil liabilities, including liabilities under  
the Securities Act of 1933, as amended, or will contribute to payments the      
underwriter may be required to make in respect thereof.                         

SECONDARY MARKET

         There is currently no secondary market for the offered certificates and
there can be no assurance that a secondary market for the offered certificates  
will develop or, if it does develop, that it will continue. The underwriter     
intends to establish a market in the offered certificates, but is not obligated 
to do so. The primary source of information available to investors concerning   
the offered certificates will be the monthly statements discussed in this       
prospectus supplement under "Description of the Certificates--Reports to        
Certificateholders," which will include information as to the outstanding       
Certificate Principal Balance or Notional Amount of the offered certificates and
the status of the credit enhancement. There can be no assurance that any        
additional information regarding the offered certificates will be available     
through any other source. In addition, the depositor is not aware of any source 
through which price information about the offered certificates will be generally
available on an ongoing basis. The limited nature of such information regarding 
the offered certificates may adversely affect the liquidity of the offered      
certificates, even if a secondary market for the offered certificates becomes   
available.                                                                      

LEGAL OPINIONS

        Legal matters relating to the offered certificates will be passed upon
for the depositor and the underwriter by Thacher Proffitt & Wood LLP, New York, 
New York.                                                                       

 RATINGS

       It is a condition to the issuance of the certificates that each class
of the offered certificates be rated not lower than the initial rating indicated
for such class in the table under "Summary of Prospectus Supplement--Ratings."  

        The ratings assigned to mortgage pass-through certificates address the
likelihood of the receipt by certificateholders of all distributions to which   
the certificateholders are entitled. The rating process addresses structural and
legal aspects associated with the certificates, including the nature of the     
underlying mortgage loans. The ratings assigned to mortgage pass-through        
certificates do not represent any assessment of the likelihood that principal   
prepayments will be made by the mortgagors or the degree to which these         
prepayments will differ from that originally anticipated or the corresponding   
effect on yield to investors. The ratings on the offered certificates do not    
address the likelihood of any recovery of Net WAC Rate Carryover Amounts by     
holders of such certificates.                                                   

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

         The depositor has not requested that any rating agency rate the offered
certificates other than as stated above. However, there can be no assurance as  
to whether any other rating agency will rate the offered certificates, or, if it
does, what rating would be assigned by any other rating agency. A rating on the 
offered                                                                         

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certificates by another rating agency, if assigned at all, may be lower than the
ratings assigned to the offered certificates as described in this section.      

LEGAL INVESTMENT

The offered certificates will not constitute "mortgage related
securities" for purposes of SMMEA.                                              

The depositor makes no representations as to the proper       
characterization of any class of offered certificates for legal investment or   
other purposes, or as to the ability of particular investors to purchase any    
class of offered certificates under applicable legal investment restrictions.   
These uncertainties may adversely affect the liquidity of any class of offered  
certificates. Accordingly, all institutions whose investment activities are     
subject to legal investment laws and regulations, regulatory capital            
requirements or review by regulatory authorities should consult with their legal
advisors in determining whether and to what extent any class of offered         
certificates constitutes a legal investment or is subject to investment, capital
or other restrictions. See "Legal Investment" in the prospectus.                

 CONSIDERATIONS FOR BENEFIT PLAN INVESTORS

    A fiduciary of any ERISA plan, IRA, Keogh plan or government plan,
collectively referred to here as "benefit plans," or any insurance company,     
whether through its general or separate accounts, or any other person investing 
benefit plan assets of any benefit 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. The purchase or holding of the offered certificates by or on  
behalf of, or with benefit plan assets of, a benefit plan may qualify for       
exemptive relief under the Underwriter's Exemption, as described under          
"Considerations for Benefit Plan Investors--Possible Exemptive Relief" in the   
prospectus. The Underwriter's Exemption relevant to the offered certificates was
granted by the Department of Labor on April 18, 1991 as PTE 91-23 at 56 F. R.   
15,936 and amended on July 21, 1997 as PTE 97-34 at 62 F. R. 39021 and further  
amended on November 13, 2000 by PTE 2000-58 at 65 F.R. 67765. The Underwriter's 
Exemption was amended further on August 22, 2002 by PTE 2001-41, 67 Fed. Reg.   
54487 to permit a trustee to be affiliated with an underwriter despite the      
restriction in PTE 2000-58 to the contrary. However, the Underwriter's Exemption
contains a number of conditions which must be met for the exemption to apply,   
including the requirements that the investing benefit plan must be an           
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of the       
Securities and Exchange Commission under the Securities Act and that the offered
certificates be rated at least "BBB-" (or its equivalent) by S&P, Moody's or    
Fitch, at the time of the benefit plan's purchase.                              

  Each beneficial owner of a Mezzanine Certificate or any interest
therein will be deemed to have represented, by virtue of its acquisition or     
holding of such certificate or interest therein, that either (i) it is not a    
benefit plan investor, (ii) it has acquired and is holding the related Mezzanine
Certificate or interest therein in reliance on the Underwriter's Exemption, and 
that it understands that there are certain conditions to the availability of the
Underwriter's Exemption, including that the applicable Mezzanine Certificate    
must be rated, at the time of purchase, not lower than "BBB-" (or its           
equivalent) by Fitch, Moody's or S&P and that such certificate is so rated or   
(iii) (1) it is an insurance company, (2) the source of funds used to acquire or
hold the certificate or interest therein is an "insurance company general       
account," as such term is defined in PTCE 95-60, and (3) the conditions in      
Sections I and III of PTCE 95-60 have been satisfied.                           

   If any certificate or any interest therein is acquired or held in
violation of the conditions described in 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
any such certificate or interest therein was effected in violation of the       
conditions described in the preceding paragraph will indemnify and hold harmless
the                                                                             

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depositor, the trustee, the trust administrator, the servicers, any             
subservicer and the trust from and against any and all liabilities, claims,     
costs or expenses incurred by those parties as a result of that acquisition or  
holding.                                                                        

         Before purchasing an offered certificate, a fiduciary of a benefit plan
should itself confirm that the offered certificate constitutes a "security" for 
purposes of the Underwriter's Exemption and that the specific and general       
conditions of the Underwriter's Exemption and the other requirements set forth  
in the Underwriter's Exemption would be satisfied. Any benefit plan fiduciary   
that proposes to cause a benefit plan to purchase a certificate should consult  
with its counsel with respect to the potential applicability to such investment 
of the fiduciary responsibility and prohibited transaction provisions of ERISA  
and the Code to the proposed investment. For further information regarding the  
ERISA considerations of investing in the certificates, see "Considerations for  
Benefit Plan Investors" in the prospectus.                                      

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 ANNEX I

 GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

         Except in certain limited circumstances, the globally offered Citigroup
Mortgage Loan Trust, Asset- Backed Pass-Through Certificates, Series 2005-HE3   
will be available only in book-entry form. The offered certificates are referred
to in this Annex I as Global Securities. Investors in the Global Securities may 
hold such Global Securities through any of DTC, Clearstream or Euroclear. The   
Global Securities will be traceable 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 through Clearstream and
Euroclear will be conducted in the ordinary way in accordance with the normal   
rules and operating procedures of Clearstream and Euroclear and in accordance   
with conventional eurobond practice (i.e., seven calendar day settlement).      
Secondary market trading between investors through DTC will be conducted        
according to DTC's rules and procedures applicable to U.S. corporate debt       
obligations. Secondary cross-market trading between Clearstream or Euroclear and
DTC Participants holding certificates will be effected on a                     
delivery-against-payment basis through the respective Depositaries of           
Clearstream and Euroclear (in such capacity) and as DTC Participants.           

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

INITIAL SETTLEMENT                                                              

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

     Investors electing to hold their Global Securities through DTC will
follow DTC settlement practices. Investor securities custody accounts will be   
credited with their holdings against payment in same-day funds on the settlement
date.                                                                           

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

SECONDARY MARKET TRADING                                                        

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

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

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

        Trading between DTC, Seller and Clearstream or Euroclear Participants.
When Global Securities are to be transferred from the account of a DTC          
Participant to the account of a Clearstream Participant or a Euroclear          
Participant, the purchaser will send instructions to Clearstream or Euroclear   
through a Clearstream Participant or Euroclear Participant at least one business
day prior to settlement. Clearstream or Euroclear will instruct the Relevant    
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 the actual number of days in such accrual period and a year assumed
to consist of 360 days. 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 Relevant Depositary to the DTC
Participant's account against delivery of the Global Securities. After          
settlement has been completed, the Global Securities will be credited to the    
respective clearing system and by the clearing system, in accordance with its   
usual procedures, to the Clearstream Participant's or Euroclear Participant's   
account. The securities credit will appear the next day (European time) and the 
cash debt will be back-valued to, and the interest on the Global Securities will
accrue from, the value date (which would be the preceding day when settlement   
occurred in New York). If settlement is not completed on the intended value date
(i.e., the trade fails), the Clearstream or Euroclear cash debt will be valued  
instead as of the actual settlement date.                                       

       Clearstream Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process     
same-day funds settlement. The most direct means of doing so is to preposition  
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring within Clearstream or Euroclear. Under  
this approach, they may take on credit exposure to Clearstream or Euroclear     
until the Global Securities are credited to their account one day later. As an  
alternative, if Clearstream or Euroclear has extended a line of credit to them, 
Clearstream Participants or Euroclear Participants can elect not to preposition 
funds and allow that credit line to be drawn upon to finance settlement. Under  
this procedure, Clearstream Participants or Euroclear Participants purchasing   
Global Securities would incur overdraft charges for one day, assuming they      
cleared the overdraft when the Global Securities were credited to their         
accounts. However, interest on the Global Securities would accrue from the value
date. Therefore, in many cases, the investment income on the Global Securities  
earned during that one-day period may substantially reduce or offset the amount 
of such overdraft charges, although the result will depend on each Clearstream  
Participant's or Euroclear Participant's particular cost of funds. Since the    
settlement is taking place during New York business hours, DTC Participants can 
employ their usual procedures for crediting Global Securities to the respective 
European Depositary for the benefit of Clearstream Participants or Euroclear    
Participants. The sale proceeds will be available to the DTC seller on the      
settlement date. Thus, to the DTC Participants a cross-market transaction will  
settle no differently than a trade between two DTC Participants.                

        Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, Clearstream Participants and Euroclear 
Participants may employ their customary procedures for transactions in which    
Global Securities are to be transferred by the respective clearing system,      
through the respective Depositary, to a DTC Participant. The seller will send   
instructions to Clearstream or Euroclear through a Clearstream Participant or   
Euroclear Participant at least one business day prior to settlement. In these   
cases Clearstream or Euroclear will instruct the respective Depositary, as      
appropriate, to credit 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 the actual number of days in such accrual period and a year     
assumed to consist to 360 days. For transactions                                

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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 Clearstream Participant or Euroclear Participant the
following day, and receipt of the cash proceeds in the Clearstream Participant's
or Euroclear Participant's account would be back-valued to the value date (which
would be the preceding day, when settlement occurred in New York). Should the   
Clearstream Participant or Euroclear Participant have a line of credit with its 
respective clearing system and elect to be in debt in anticipation of receipt of
the sale proceeds in its account, the back-valuation will extinguish any        
overdraft incurred over that one-day period. If settlement is not completed on  
the intended value date (i.e., the trade fails), receipt of the cash proceeds in
the Clearstream Participant's or Euroclear Participant's account would instead  
be valued as of the actual settlement date.                                     

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

o        borrowing through Clearstream or Euroclear for one day (until the      
 purchase side of the trade is reflected in their Clearstream or
        Euroclear accounts) in accordance with the clearing system's customary
procedures;                                                   

o        borrowing the Global Securities in the U.S. from a DTC Participant no  
     later than one day prior to settlement, which would give the Global
    Securities sufficient time to be reflected in their Clearstream or
     Euroclear account in order to settle the sale side of the trade; or

o        staggering the value dates for the buy and sell sides of the trade so  
     that the value date for the purchase from the DTC Participant is at
       least one day prior to the value date for the sale to the Clearstream
Participant or Euroclear Participant.                         

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS                      

    A beneficial owner of Global Securities holding securities through
Clearstream or Euroclear (or through DTC if the holder has an address outside   
the U.S.) will be subject to the 30% U.S. withholding tax that generally applies
to payments of interest (including original issue discount) on registered debt  
issued by U.S. Persons, unless (i) each clearing system, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business in the chain of intermediaries between such beneficial owner and the
U.S. entity required to withhold tax complies with applicable certification     
requirements and (ii) such beneficial owner takes one of the following steps to 
obtain an exemption or reduced tax rate:                                        

    Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of
Global Securities that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign      
Status of Beneficial Owner for United States Tax Withholding). If the           
information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within
30 days of such change.                                                         

        Exemption for non-U.S. Persons with effectively connected income (Form
W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct 
of a trade or business in the United States, can obtain an exemption from the   
withholding tax by filing Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption from Withholding on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).                                        

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   Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form W-8BEN). Non-U.S. Persons that are Certificate Owners residing  
in a country that has a tax treaty with the United States can obtain an         
exemption or reduced tax rate (depending on the treaty terms) by filing Form    
W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax 
Withholding). Form W-8BEN may be filed by the Certificate Owners or their       
agents.                                                                         

  Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a
complete exemption from the withholding tax by filing Form W-9 (Payer's Request 
for Taxpayer Identification Number and Certification).                          

U.S. FEDERAL INCOME TAX REPORTING PROCEDURE.                                    

    The Certificate Owner of a Global Security files by submitting the
appropriate form to the person through whom it holds (the clearing agency, in   
the case of persons holding directly on the books of the clearing agency) the   
Global Security. Form W-8BEN and Form W-8ECI are effective until the third      
succeeding calendar year from the date such form is signed.                     

      The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a corporation
or partnership for United States federal income tax purposes organized in or    
under the laws of the United States or any state thereof or the District of     
Columbia (unless, in the case of a partnership, Treasury regulations provide    
otherwise) or (iii) an estate the income of which is includible in gross income 
for United States tax purposes, regardless of its source, or (iv) a trust if a  
court within the United States is able to exercise primary supervision over the 
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts in     
existence on August 20, 1996, and treated as United States Persons prior to such
date, that elect to continue to be treated as United States persons will also be
U.S. Persons. This summary does not deal with all aspects of U.S. Federal income
tax withholding that may be relevant to foreign holders of the Global           
Securities. Investors are advised to consult their own tax advisors for specific
tax advice concerning their holding and disposing of the Global Securities.     

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ANNEX II

COLLATERAL CHARACTERISTICS OF THE MORTGAGE LOANS

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 DESCRIPTION OF THE TOTAL COLLATERAL

 PRINCIPAL BALANCES OF THE MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                 NUMBER                          % OF                  WEIGHTED     AVERAGE     ADJUSTED    WEIGHTED
                                   OF          AGGREGATE      AGGREGATE    AVERAGE      AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE       PRINCIPAL      PRINCIPAL   PRINCIPAL    MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
            RANGE ($)            LOANS          BALANCE        BALANCE     BALANCE       RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  --------  ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
    12,508.00 -    25,000.00..      291   $     5,784,598.63     0.39%  $   19,878.35    10.243%      20.21%       98.90%      637  
    25,000.01 -    50,000.00..      854        32,518,080.10     2.19       38,077.38    10.040       28.27        95.70       643  
    50,000.01 -    75,000.00..      930        58,248,281.69     3.92       62,632.56     9.314       44.49        92.57       643  
    75,000.01 -   100,000.00..      781        68,470,326.79     4.61       87,670.07     8.636       54.70        88.42       641  
   100,000.01 -   125,000.00..      650        72,645,174.39     4.89      111,761.81     7.976       65.42        84.98       636  
   125,000.01 -   150,000.00..      589        80,942,291.17     5.45      137,423.24     7.547       72.59        81.95       633  
   150,000.01 -   175,000.00..      482        78,397,730.76     5.28      162,650.89     7.183       76.62        80.23       631  
   175,000.01 -   200,000.00..      466        87,541,316.13     5.90      187,856.90     7.251       77.14        81.01       632  
   200,000.01 -   225,000.00..      372        79,265,427.35     5.34      213,079.11     7.035       79.91        80.3        633  
   225,000.01 -   250,000.00..      361        86,032,074.30     5.80      238,316.00     6.843       79.39        79.39       636  
   250,000.01 -   275,000.00..      319        83,684,475.07     5.64      262,333.78     6.823       80.46        80.68       637  
   275,000.01 -   300,000.00..      336        96,483,408.44     6.50      287,153.00     6.882       80.43        80.43       643  
   300,000.01 -   359,650.00..      500       163,471,411.83    11.01      326,942.82     6.788       80.71        80.71       646  
   359,650.01 -   500,000.00..      740       308,219,449.75    20.76      416,512.77     6.680       81.19        81.19       653  
   500,000.01 - 1,000,000.00..      299       180,429,883.06    12.15      603,444.42     6.668       80.96        80.96       656  
 1,000,000.01 - 1,300,000.00..        2         2,417,869.07     0.16    1,208,934.54     5.820       76.59        76.59       752  
                                  -----   ------------------   ------                                                               
     Total....................    7,972   $ 1,484,551,798.53   100.00%  $  186,220.75     7.191%      75.06%       82.20%      644  
                                  =====   ==================   ======                                                               

----------                                                                      
(1) Based on Original Principal Balance.                                        

 PRINCIPAL BALANCES OF THE MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                 NUMBER                          % OF                  WEIGHTED     AVERAGE     ADJUSTED    WEIGHTED
                                   OF          AGGREGATE      AGGREGATE    AVERAGE      AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE       PRINCIPAL      PRINCIPAL   PRINCIPAL    MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
            RANGE ($)            LOANS          BALANCE        BALANCE     BALANCE       RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  --------  ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
    12,496.88 -    25,000.00..      292   $     5,801,243.09      0.39% $   19,867.27    10.237%      20.19%       98.89%      637  
    25,000.01 -    50,000.00..      858        32,700,257.17      2.20      38,112.19    10.039       28.31        95.70       643  
    50,000.01 -    75,000.00..      927        58,141,077.06      3.92      62,719.61     9.308       44.56        92.54       643  
    75,000.01 -   100,000.00..      783        68,650,686.61      4.62      87,676.48     8.636       54.71        88.42       641  
   100,000.01 -   125,000.00..      648        72,574,642.10      4.89     111,997.90     7.979       65.44        85.00       636  
   125,000.01 -   150,000.00..      589        80,967,193.71      5.45     137,465.52     7.548       72.60        81.97       633  
   150,000.01 -   175,000.00..      484        78,772,377.73      5.31     162,752.85     7.173       76.62        80.21       631  
   175,000.01 -   200,000.00..      464        87,339,433.28      5.88     188,231.54     7.253       77.19        81.01       632  
   200,000.01 -   225,000.00..      372        79,315,841.64      5.34     213,214.63     7.045       79.90        80.29       632  
   225,000.01 -   250,000.00..      360        85,832,407.69      5.78     238,423.35     6.834       79.39        79.39       636  
   250,000.01 -   275,000.00..      326        85,631,894.31      5.77     262,674.52     6.829       80.56        80.78       637  
   275,000.01 -   300,000.00..      328        94,286,130.43      6.35     287,457.71     6.878       80.32        80.32       643  
   300,000.01 -   359,650.00..      523       171,728,819.86     11.57     328,353.38     6.787       80.67        80.67       647  
   359,650.01 -   500,000.00..      718       300,461,687.82     20.24     418,470.32     6.677       81.23        81.23       653  
   500,000.01 - 1,000,000.00..      298       179,930,236.96     12.12     603,792.74     6.668       80.94        80.94       656  
 1,000,000.01 - 1,300,000.00..        2         2,417,869.07      0.16   1,208,934.54     5.820       76.59        76.59       752  
                                  -----   ------------------    ------                                                              
     Total....................    7,972   $ 1,484,551,798.53    100.00% $  186,220.75     7.191%      75.06%       82.20%      644  
                                  =====   ==================    ======                                                              

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 DESCRIPTION OF THE TOTAL COLLATERAL

 MORTGAGE RATES OF THE MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                  WEIGHTED      AVERAGE            
                                 NUMBER                         % OF                   WEIGHTED    AVERAGE      ADJUSTED   WEIGHTED
                                   OF         AGGREGATE       AGGREGATE   AVERAGE      AVERAGE    ORIGINAL      ORIGINAL   AVERAGE 
                                MORTGAGE      PRINCIPAL       PRINCIPAL  PRINCIPAL     MORTGAGE   LOAN-TO-      LOAN-TO-    CREDIT 
        MORTGAGE RATE (%)         LOANS        BALANCE         BALANCE    BALANCE        RATE    VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  --------  ------------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                   
  4.250 -  4.499..............        2   $       601,786.34     0.04%   $ 300,893.17    4.292%      64.97%       64.97%      742  
  4.500 -  4.999..............        3           818,428.64     0.06      272,809.55    4.990       80.00        80.00       670  
  5.000 -  5.499..............       84        28,495,556.96     1.92      339,232.82    5.335       77.56        77.56       690  
  5.500 -  5.999..............      663       200,466,140.95    13.50      302,362.20    5.814       78.62        78.62       671  
  6.000 -  6.499..............      847       226,717,783.26    15.27      267,671.53    6.251       79.35        79.35       656  
  6.500 -  6.999..............    1,541       388,855,753.85    26.19      252,339.88    6.751       80.39        80.39       649  
  7.000 -  7.499..............      800       176,388,277.42    11.88      220,485.35    7.249       80.95        81.03       630  
  7.500 -  7.999..............      932       190,886,285.03    12.86      204,813.61    7.736       81.41        81.95       618  
  8.000 -  8.499..............      374        59,637,261.06     4.02      159,457.92    8.239       77.17        83.81       621  
  8.500 -  8.999..............      515        63,296,218.63     4.26      122,905.28    8.741       71.35        86.96       611  
  9.000 -  9.499..............      215        24,436,329.32     1.65      113,657.35    9.201       68.72        88.56       611  
  9.500 -  9.999..............      845        55,572,724.04     3.74       65,766.54    9.775       32.75        96.97       652  
 10.000 - 10.499..............      236        15,113,683.39     1.02       64,041.03   10.227       32.75        96.55       633  
 10.500 - 10.999..............      629        39,442,197.02     2.66       62,706.20   10.761       21.80        99.06       639  
 11.000 - 11.499..............      129         5,485,083.45     0.37       42,520.03   11.212       23.07        98.77       621  
 11.500 - 11.999..............      111         5,767,376.73     0.39       51,958.35   11.703       20.97        96.87       630  
 12.000 - 12.499..............       14           711,162.58     0.05       50,797.33   12.271       19.18        99.09       636  
 12.500 - 12.999..............       30         1,728,032.45     0.12       57,601.08   12.585       24.09        97.03       615  
 13.000 - 13.499..............        1            89,760.95     0.01       89,760.95   13.000       20.00       100.00       647  
 13.500 - 13.599..............        1            41,956.46     0.00       41,956.46   13.599       70.00        70.00       519  
                                  -----   ------------------   ------                                                              
     Total....................    7,972   $ 1,484,551,798.53   100.00%   $ 186,220.75    7.191%      75.06%       82.20%      644  
                                  =====   ==================   ======                                                              

 ORIGINAL TERMS TO STATED MATURITY OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                              WEIGHTED             
                                                                                                  WEIGHTED     AVERAGE             
                                 NUMBER                        % OF                   WEIGHTED     AVERAGE     ADJUSTED    WEIGHTED
                                   OF        AGGREGATE      AGGREGATE     AVERAGE      AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE     PRINCIPAL       PRINCIPAL   PRINCIPAL    MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
      ORIGINAL TERM (MONTHS)     LOANS        BALANCE         BALANCE     BALANCE       RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
120............................      9   $       394,419.03     0.03%   $  43,824.34     7.265%      70.09%       73.63%      649  
180............................  2,256       140,871,022.26     9.49       62,442.83     9.906       22.86        97.60       660  
240............................     32         3,245,923.27     0.22      101,435.10     7.507       52.25        72.19       675  
300............................      1            80,188.13     0.01       80,188.13     6.750       89.83        89.83       659  
360............................  5,674     1,339,960,245.84    90.26      236,157.96     6.904       80.60        80.61       642  
                                 -----   ------------------   ------                                                               
     Total.....................  7,972   $ 1,484,551,798.53   100.00%   $ 186,220.75     7.191%      75.06%       82.20%      644  
                                 =====   ==================   ======                                                               

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REMAINING TERMS TO STATED MATURITY OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                 NUMBER                        % OF                   WEIGHTED     AVERAGE     ADJUSTED    WEIGHTED
                                   OF        AGGREGATE      AGGREGATE     AVERAGE      AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE     PRINCIPAL       PRINCIPAL   PRINCIPAL    MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
     REMAINING TERM (MONTHS)     LOANS        BALANCE         BALANCE     BALANCE       RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
 115  -  120...................      9   $       394,419.03     0.03%   $  43,824.34     7.265%      70.09%       73.63%      649  
 121  -  180...................  2,256       140,871,022.26     9.49       62,442.83     9.906       22.86        97.60       660  
 181  -  240...................     32         3,245,923.27     0.22      101,435.10     7.507       52.25        72.19       675  
 241  -  300...................      1            80,188.13     0.01       80,188.13     6.750       89.83        89.83       659  
 301  -  359...................  5,674     1,339,960,245.84    90.26      236,157.96     6.904       80.60        80.61       642  
                                 -----   ------------------   ------                                                               
     Total.....................  7,972   $ 1,484,551,798.53   100.00%   $ 186,220.75     7.191%      75.06%       82.20%      644  
                                 =====   ==================   ======                                                               

 ORIGINAL LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                  WEIGHTED      AVERAGE            
                                 NUMBER                        % OF                   WEIGHTED     AVERAGE      ADJUSTED   WEIGHTED
             ORIGINAL              OF        AGGREGATE       AGGREGATE    AVERAGE      AVERAGE    ORIGINAL      ORIGINAL    AVERAGE
             LOAN-TO-           MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL   MORTGAGE    LOAN-TO-      LOAN-TO-    CREDIT 
         VALUE RATIO (%)         LOANS        BALANCE         BALANCE      BALANCE      RATE     VALUE RATIO  VALUE RATIO    SCORE 
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
   7.14 -  25.00...............  2,191   $   132,171,826.36      8.90%  $  60,324.89    10.082%      19.73%       99.20%      661  
  25.01 -  30.00...............     21         1,906,741.13      0.13      90,797.20     9.966       28.13        71.47       618  
  30.01 -  35.00...............     19         1,553,138.93      0.10      81,744.15     7.559       33.01        46.85       616  
  35.01 -  40.00...............     23         3,618,815.81      0.24     157,339.82     6.289       38.39        38.39       651  
  40.01 -  45.00...............     26         4,596,610.00      0.31     176,792.69     7.166       42.33        42.33       595  
  45.01 -  50.00...............     41         8,095,603.77      0.55     197,453.75     6.837       48.36        48.36       601  
  50.01 -  55.00...............     47         8,533,692.35      0.57     181,567.92     6.95        52.67        52.67       629  
  55.01 -  60.00...............     76        15,971,435.44      1.08     210,150.47     6.802       58.06        58.06       605  
  60.01 -  65.00...............    106        25,038,161.15      1.69     236,209.07     6.740       63.21        63.21       608  
  65.01 -  70.00...............    193        42,804,337.00      2.88     221,784.13     6.895       68.50        68.50       610  
  70.01 -  75.00...............    306        76,759,265.72      5.17     250,847.27     7.008       73.71        73.71       607  
  75.01 -  80.00...............  3,328       800,106,242.38     53.90     240,416.54     6.700       79.84        79.84       655  
  80.01 -  85.00...............    430        99,006,710.98      6.67     230,248.17     7.176       84.38        84.38       615  
  85.01 -  90.00...............    717       172,815,818.03     11.64     241,026.25     7.317       89.66        89.66       632  
  90.01 -  95.00...............    365        81,132,012.47      5.47     222,279.49     7.492       94.60        94.6        641  
  95.01 - 100.00...............     83        10,441,387.01      0.70     125,799.84     8.317       99.39        99.39       648  
                                 -----   ------------------    ------                                                              
     Total.....................  7,972   $ 1,484,551,798.53    100.00%  $ 186,220.75     7.191%      75.06%       82.20%      644  
                                ======   ==================    ======                                                              

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ORIGINAL ADJUSTED LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                  WEIGHTED      AVERAGE            
                                 NUMBER                        % OF                   WEIGHTED     AVERAGE      ADJUSTED   WEIGHTED
        ORIGINAL ADJUSTED          OF        AGGREGATE       AGGREGATE    AVERAGE      AVERAGE    ORIGINAL      ORIGINAL    AVERAGE
             LOAN-TO-           MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL   MORTGAGE    LOAN-TO-      LOAN-TO-    CREDIT 
         VALUE RATIO (%)         LOANS         BALANCE        BALANCE      BALANCE      RATE     VALUE RATIO  VALUE RATIO    SCORE 
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
   9.04 -  25.00...............      9   $       477,370.68      0.03%  $  53,041.19     8.289%      18.81%       18.81%      590  
  25.01 -  30.00...............      8           735,615.25      0.05      91,951.91     8.310       28.09        28.09       581  
  30.01 -  35.00...............     12         1,233,685.09      0.08     102,807.09     6.794       33.09        33.09       613  
  35.01 -  40.00...............     23         3,618,815.81      0.24     157,339.82     6.289       38.39        38.39       651  
  40.01 -  45.00...............     26         4,596,610.00      0.31     176,792.69     7.166       42.33        42.33       595  
  45.01 -  50.00...............     41         8,095,603.77      0.55     197,453.75     6.837       48.36        48.36       601  
  50.01 -  55.00...............     47         8,533,692.35      0.57     181,567.92     6.950       52.67        52.67       629  
  55.01 -  60.00...............     76        15,971,435.44      1.08     210,150.47     6.802       58.06        58.06       605  
  60.01 -  65.00...............    106        25,038,161.15      1.69     236,209.07     6.740       63.21        63.21       608  
  65.01 -  70.00...............    194        42,869,286.56      2.89     220,975.70     6.904       68.42        68.50       610  
  70.01 -  75.00...............    306        76,759,265.72      5.17     250,847.27     7.008       73.71        73.71       607  
  75.01 -  80.00...............  3,329       800,255,927.73     53.91     240,389.28     6.701       79.82        79.84       655  
  80.01 -  85.00...............    431        99,053,560.23      6.67     229,822.65     7.178       84.34        84.37       615  
  85.01 -  90.00...............    751       174,585,162.04     11.76     232,470.26     7.345       88.87        89.65       632  
  90.01 -  95.00...............    494        88,540,616.85      5.96     179,232.02     7.739       88.02        94.61       641  
  95.01 - 100.00...............  2,102       132,869,605.75      8.95      63,211.04     9.937       26.38        99.93       661  
 100.01 - 104.00...............     17         1,317,384.11      0.09      77,493.18    10.141       24.53       100.00       655  
                                 -----   ------------------    ------                                                              
     Total.....................  7,972   $ 1,484,551,798.53    100.00%  $ 186,220.75     7.191%      75.06%       82.20%      644  
                                 =====   ==================    ======                                                              

ORIGINAL COMBINED LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                  WEIGHTED      AVERAGE            
                                 NUMBER                        % OF                   WEIGHTED     AVERAGE      ADJUSTED   WEIGHTED
        ORIGINAL COMBINED          OF        AGGREGATE       AGGREGATE    AVERAGE      AVERAGE    ORIGINAL      ORIGINAL    AVERAGE
             LOAN-TO-           MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL   MORTGAGE    LOAN-TO-      LOAN-TO-    CREDIT 
         VALUE RATIO (%)         LOANS        BALANCE         BALANCE      BALANCE      RATE     VALUE RATIO  VALUE RATIO    SCORE 
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
   9.00 -  25.00...............      8   $       446,881.27      0.03%  $  55,860.16     8.121%      18.73%       18.73%      587  
  25.01 -  30.00...............      8           735,615.25      0.05      91,951.91     8.310       28.09        28.09       581  
  30.01 -  35.00...............     12         1,233,685.09      0.08     102,807.09     6.794       33.09        33.09       613  
  35.01 -  40.00...............     21         2,726,714.93      0.18     129,843.57     6.497       37.94        37.94       624  
  40.01 -  45.00...............     26         5,228,561.56      0.35     201,098.52     6.944       41.90        41.90       615  
  45.01 -  50.00...............     40         7,806,104.53      0.53     195,152.61     6.840       48.34        48.34       603  
  50.01 -  55.00...............     45         8,177,474.90      0.55     181,721.66     6.954       52.63        52.63       630  
  55.01 -  60.00...............     76        15,541,358.20      1.05     204,491.56     6.851       58.03        58.03       600  
  60.01 -  65.00...............    105        24,882,729.86      1.68     236,978.38     6.742       63.20        63.20       608  
  65.01 -  70.00...............    179        39,605,880.18      2.67     221,261.90     6.913       68.37        68.45       607  
  70.01 -  75.00...............    265        63,704,235.93      4.29     240,393.34     7.019       73.54        73.54       596  
  75.01 -  80.00...............    616       149,156,350.56     10.05     242,136.93     6.915       79.16        79.23       621  
  80.01 -  85.00...............    404        96,218,999.23      6.48     238,165.84     7.146       83.99        84.18       617  
  85.01 -  90.00...............    780       188,627,115.12     12.71     241,829.63     7.273       87.88        88.54       634  
  90.01 -  95.00...............    669       136,753,657.30      9.21     204,415.03     7.388       84.98        89.31       646  
  95.01 - 100.00...............  4,718       743,706,434.62     50.10     157,631.72     7.255       70.29        83.54       663  
                                 -----   ------------------    ------                                                              
     Total.....................  7,972   $ 1,484,551,798.53    100.00%  $ 186,220.75     7.191%      75.06%       82.20%      644  
                                 =====   ==================    ======                                                              

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 OCCUPANCY STATUS OF THE MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                 NUMBER                         % OF                  WEIGHTED     AVERAGE     ADJUSTED    WEIGHTED
                                   OF         AGGREGATE      AGGREGATE    AVERAGE      AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE      PRINCIPAL      PRINCIPAL   PRINCIPAL    MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
         OCCUPANCY STATUS        LOANS         BALANCE         BALANCE    BALANCE       RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
Investor.......................     319  $    59,855,108.52      4.03%  $ 187,633.57     7.556%      82.91%       83.06%      669  
Owner Occupied.................   7,453    1,390,848,015.29     93.69     186,615.86     7.176       74.65        82.11       641  
Second Home....................     200       33,848,674.72      2.28     169,243.37     7.143       77.89        84.35       693  
                                  -----  ------------------    ------                                                              
     Total.....................   7,972  $ 1,484,551,798.53    100.00%  $ 186,220.75     7.191%      75.06%       82.20%      644  
                                  =====  ==================    ======                                                              

----------                                                                      
(1) The occupancy status of a Mortgaged Property is as represented by the       
mortgagor in its loan application.                                              

PROPERTY TYPES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                  WEIGHTED      AVERAGE            
                                 NUMBER                        % OF                    WEIGHTED    AVERAGE      ADJUSTED   WEIGHTED
                                   OF         AGGREGATE      AGGREGATE     AVERAGE     AVERAGE    ORIGINAL      ORIGINAL   AVERAGE 
                                MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE   LOAN-TO-      LOAN-TO-    CREDIT 
           PROPERTY TYPE          LOANS        BALANCE        BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
1 Family.......................   5,821  $ 1,056,899,931.42     71.19%   $ 181,566.73    7.197%      75.19%       82.05%      641  
PUD............................     994      196,212,575.42     13.22      197,396.96    7.219       74.77        83.27       647  
Condominium....................     728      124,509,945.71      8.39      171,030.15    7.027       73.93        82.94       657  
2-4 Family.....................     424      106,379,176.18      7.17      250,894.28    7.263       75.54        80.95       652  
Townhouse......................       5          550,169.80      0.04      110,033.96    7.520       82.35        82.35       649  
                                  -----  ------------------    ------                                                              
     Total.....................   7,972  $ 1,484,551,798.53    100.00%   $ 186,220.75    7.191%      75.06%       82.20%      644  
                                  =====  ==================    ======                                                              

PURPOSES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                 NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                   OF         AGGREGATE      AGGREGATE     AVERAGE     AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
          LOAN PURPOSE            LOANS        BALANCE        BALANCE      BALANCE      RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
Cash Out.......................   2,896  $   627,223,347.78     42.25%   $ 216,582.65    7.074%      77.11%       80.27%      623  
Construction...................       2          909,453.17      0.06      454,726.59    6.359       91.05        91.05       660  
Purchase.......................   4,833      810,440,360.30     54.59      167,688.88    7.287       73.21        83.67       661  
Refinance......................     241       45,978,637.28      3.10      190,782.73    7.089       79.37        82.49       619  
                                  -----  ------------------    ------                                                              
     Total.....................   7,972  $ 1,484,551,798.53    100.00%   $ 186,220.75    7.191%      75.06%       82.20%      644  
                                  =====  ==================    ======                                                              

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DOCUMENTATION TYPES OF THE MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                 NUMBER                         % OF                  WEIGHTED     AVERAGE     ADJUSTED    WEIGHTED
                                   OF         AGGREGATE      AGGREGATE     AVERAGE     AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL   MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
       DOCUMENTATION TYPE         LOANS        BALANCE        BALANCE      BALANCE      RATE     VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
Full-Full-Verified.............   3,319  $   551,223,372.32     37.13%   $ 166,081.16    7.062%      76.52%       82.78%      628  
Full-Limited-Verified..........     324       47,313,512.81      3.19      146,029.36    7.101       74.68        82.29       627  
Limited-Full-Verified..........     147       31,532,007.22      2.12      214,503.45    6.941       75.90        82.03       636  
Limited-Limited-Verified.......      68       13,866,800.03      0.93      203,923.53    7.291       74.92        84.31       655  
None-Full-None.................       5          715,549.26      0.05      143,109.85    8.394       93.23        93.23       633  
None-Full-Verified.............   1,968      345,581,910.07     23.28      175,600.56    7.522       69.51        83.78       673  
None-None-None.................      20        3,862,760.76      0.26      193,138.04    8.066       83.05        83.05       702  
None-None-Verified.............       2          171,718.22      0.01       85,859.11    8.645       88.92        88.92       650  
None-Stated-Verified...........       6        1,783,000.44      0.12      297,166.74    7.836       90.66        90.66       699  
Reduced-Full-Verified..........     693      159,233,403.72     10.73      229,774.03    6.837       77.03        83.32       645  
Stated-Full-Verified...........     769      200,829,722.99     13.53      261,156.99    6.994       76.23        77.25       630  
Stated-Limited-Verified........     267       47,361,337.40      3.19      177,383.29    7.706       76.61        83.7        648  
Stated-None-Verified...........     374       79,367,584.83      5.35      212,212.79    7.595       80.24        80.24       658  
Stated-Stated-Verified.........      10        1,709,118.46      0.12      170,911.85    7.523       72.53        75.15       614  
                                  -----  ------------------    ------                                                              
     Total.....................   7,972  $ 1,484,551,798.53    100.00%   $ 186,220.75    7.191%      75.06%       82.20%      644  
                                  =====  ==================    ======                                                              

----------                                                                      
(1) For a description of the loan programs, see "The Originator--Underwriting   
Standards" in this prospectus supplement.                                       

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 GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                 NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                   OF         AGGREGATE      AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
             LOCATION            LOANS         BALANCE        BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
California.....................   2,688  $   684,734,175.54     46.12%   $ 254,737.42     6.950%     73.63%       81.41%      650  
Florida........................     637       89,637,888.48      6.04      140,718.82     7.437      75.74        82.78       647  
New York.......................     360       86,530,490.08      5.83      240,362.47     7.128      74.55        81.04       654  
Maryland.......................     373       70,513,317.11      4.75      189,043.75     7.260      76.37        82.93       642  
Virginia.......................     281       54,929,359.10      3.70      195,478.15     7.429      74.05        82.67       642  
Texas..........................     514       48,605,336.15      3.27       94,562.91     7.724      75.18        83.45       628  
New Jersey.....................     207       46,133,889.11      3.11      222,869.03     7.279      75.59        80.47       629  
Washington.....................     292       44,900,178.29      3.02      153,767.73     7.172      76.51        83.84       636  
Illinois.......................     281       40,541,231.99      2.73      144,274.85     7.323      76.81        83.55       640  
Massachusetts..................     163       35,467,819.58      2.39      217,593.99     7.087      74.92        82.14       650  
Arizona........................     212       34,143,185.77      2.30      161,052.76     7.493      76.09        82.53       630  
Nevada.........................     175       33,241,066.56      2.24      189,948.95     7.188      75.35        83.01       653  
Pennsylvania...................     158       19,196,620.35      1.29      121,497.60     7.659      80.19        84.32       623  
Connecticut....................     105       17,699,711.60      1.19      168,568.68     7.223      76.00        82.20       632  
Georgia........................     122       16,100,285.71      1.08      131,969.56     7.898      77.50        83.19       636  
Colorado.......................      98       15,538,337.47      1.05      158,554.46     7.188      79.58        84.60       640  
Michigan.......................      91        9,947,401.01      0.67      109,312.10     7.788      80.66        85.98       618  
Rhode Island...................      52        9,724,894.35      0.66      187,017.20     7.192      76.84        79.81       622  
Oregon.........................      64        9,602,377.58      0.65      150,037.15     7.107      79.05        84.03       643  
North Carolina.................      86        9,587,453.87      0.65      111,482.02     7.583      76.23        83.94       636  
Missouri.......................     109        9,425,332.34      0.63       86,470.94     8.068      78.25        85.12       626  
Tennessee......................      89        8,731,122.95      0.59       98,102.51     8.058      83.24        86.12       618  
District of Columbia...........      37        7,593,446.47      0.51      205,228.28     7.417      71.03        79.17       632  
Louisiana......................      94        7,559,270.13      0.51       80,417.77     7.824      75.74        83.79       607  
Idaho..........................      62        7,243,815.49      0.49      116,835.73     7.769      81.01        85.49       631  
Ohio...........................      74        7,078,165.10      0.48       95,650.88     7.784      77.73        84.12       630  
New Hampshire..................      47        6,651,669.45      0.45      141,524.88     7.158      77.74        84.10       626  
Mississippi....................      69        5,975,928.53      0.40       86,607.66     7.923      80.11        84.91       607  
Wisconsin......................      53        5,514,812.01      0.37      104,053.06     7.768      73.55        84.40       637  
Minnesota......................      26        4,606,655.49      0.31      177,179.06     7.336      80.37        87.05       647  
Kansas.........................      40        4,605,365.43      0.31      115,134.14     7.533      81.53        85.04       646  
New Mexico.....................      36        3,998,829.64      0.27      111,078.60     7.541      81.19        85.18       637  
Utah...........................      26        3,440,495.71      0.23      132,326.76     7.444      80.07        85.01       633  
Alabama........................      31        3,065,229.44      0.21       98,878.37     8.255      80.80        83.60       627  
Oklahoma.......................      40        2,949,985.93      0.20       73,749.65     8.001      79.55        85.62       620  
South Carolina.................      23        2,631,827.65      0.18      114,427.29     7.425      77.72        82.10       651  
Indiana........................      19        2,206,425.49      0.15      116,127.66     7.802      81.48        83.57       595  
Maine..........................      21        2,153,927.68      0.15      102,567.98     7.385      70.53        80.07       619  
Delaware.......................      18        2,119,598.66      0.14      117,755.48     7.993      74.08        84.89       628  
Arkansas.......................      15        1,908,348.93      0.13      127,223.26     7.861      90.56        90.56       649  
Montana........................      18        1,755,996.49      0.12       97,555.36     7.274      75.86        83.67       632  
West Virginia..................      13        1,630,549.10      0.11      125,426.85     8.147      78.07        85.62       610  
Kentucky.......................      14        1,283,848.03      0.09       91,703.43     8.365      81.34        82.96       578  
Vermont........................       4        1,061,949.87      0.07      265,487.47     6.608      77.63        77.63       692  
Nebraska.......................      18        1,052,652.61      0.07       58,480.70     8.399      74.99        85.81       619  
Iowa...........................       9          905,710.67      0.06      100,634.52     8.449      81.99        83.69       600  
Wyoming........................       5          287,080.86      0.02       57,416.17     8.017      66.01        75.67       600  
Alaska.........................       1          186,683.41      0.01      186,683.41     6.750      75.00        75.00       640  
North Dakota...................       1           92,406.33      0.01       92,406.33     8.350      90.00        90.00       737  
South Dakota...................       1           59,648.94      0.00       59,648.94     6.990      93.75        93.75       648  
                                  -----  ------------------    ------                                                              
     Total.....................   7,972  $ 1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                  =====  ==================    ======                                                              

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 GROSS MARGINS OF THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                 NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                   OF         AGGREGATE      AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
         GROSS MARGIN (%)        LOANS         BALANCE        BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
------------------------------  --------  -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
  1.000 -  1.500...............       1  $       224,791.25      0.02%   $ 224,791.25     6.300%     69.23%       69.23%      602  
  1.501 -  2.000...............      17        2,496,777.04      0.21      146,869.24     7.547      82.60        82.60       608  
  2.001 -  2.500...............       1          209,649.99      0.02      209,649.99     7.725      79.99        79.99       670  
  2.501 -  3.000...............       3        1,294,868.13      0.11      431,622.71     6.673      84.89        84.89       661  
  3.001 -  3.500...............       1          111,591.69      0.01      111,591.69     6.500      80.00        80.00       728  
  3.501 -  4.000...............       6        1,000,899.03      0.08      166,816.51     7.187      90.58        90.58       672  
  4.001 -  4.500...............     167       33,306,902.35      2.75      199,442.53     6.816      81.40        81.40       647  
  4.501 -  5.000...............     109       31,215,314.63      2.58      286,379.03     5.969      79.76        79.76       663  
  5.001 -  5.500...............     506      141,863,964.86     11.72      280,363.57     6.193      78.83        78.83       664  
  5.501 -  6.000...............   1,325      323,845,265.05     26.76      244,411.52     6.718      79.88        79.88       647  
  6.001 -  6.500...............   1,150      291,167,397.53     24.06      253,189.04     6.821      80.33        80.33       643  
  6.501 -  7.000...............     934      217,244,640.72     17.95      232,595.98     7.195      82.26        82.26       633  
  7.001 -  7.500...............     407       93,168,295.26      7.70      228,914.73     7.525      83.29        83.29       618  
  7.501 -  8.000...............     321       60,744,354.62      5.02      189,234.75     7.970      84.46        84.46       621  
  8.001 -  8.500...............      42        7,642,689.09      0.63      181,968.79     8.361      85.26        85.26       605  
  8.501 -  9.000...............      20        3,462,681.18      0.29      173,134.06     8.502      89.04        89.04       595  
  9.001 -  9.500...............       9        1,239,350.05      0.10      137,705.56     9.625      87.65        87.65       553  
 12.001 - 12.099...............       1           41,956.46      0.00       41,956.46    13.599      70.00        70.00       519  
                                  -----  ------------------    ------                                                              
     Total.....................   5,020  $ 1,210,281,388.93    100.00%   $ 241,091.91     6.896%     80.91%       80.91%      642  
                                  =====  ==================    ======                                                              

NEXT ADJUSTMENT DATES FOR THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED   AVERAGE     ADJUSTED    WEIGHTED
                                    OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL     MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      NEXT ADJUSTMENT DATE         LOANS      BALANCE         BALANCE      BALANCE        RATE    VALUE RATIO  VALUE RATIO  SCORE  
-------------------------------  -------- -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                   
July 2005 - December 2005......       7  $     1,858,059.29      0.15%   $ 265,437.04     6.925%     84.16%       84.16%      660  
January 2006 - June 2006.......       5        1,169,720.46      0.10      233,944.09     7.412      86.40        86.40       634  
July 2006 - December 2006......      14        2,609,409.01      0.22      186,386.36     7.265      84.24        84.24       594  
January 2007 - June 2007.......   3,533      828,799,367.92     68.48      234,587.99     6.974      81.09        81.09       639  
July 2007 - December 2007......     972      248,443,794.04     20.53      255,600.61     6.827      80.34        80.34       641  
January 2008 - June 2008.......     174       36,186,379.20      2.99      207,967.70     6.839      81.21        81.21       644  
July 2008 - December 2008......      50       15,090,852.20      1.25      301,817.04     6.494      81.80        81.80       670  
January 2010 - June 2010.......     164       48,094,261.86      3.97      293,257.69     6.298      80.05        80.05       669  
July 2010 - December 2010......     101       28,029,544.95      2.32      277,520.25     6.453      80.46        80.46       659  
                                  -----  ------------------    ------                                                              
     Total.....................   5,020  $ 1,210,281,388.93    100.00%   $ 241,091.91     6.896%     80.91%       80.91%      642  
                                  =====  ==================    ======                                                              

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MAXIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                   NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                     OF       AGGREGATE       AGGREGATE    AGGREGATE     AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                  MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
    MAXIMUM MORTGAGE RATE (%)       LOANS      BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------   --------  -----------  -----------  --------
                                                                                                                                    
 10.250 - 10.500...............        1   $      264,551.44      0.02%   $ 264,551.44     7.250%     80.00%       80.00%      616  
 10.501 - 11.000...............        2          601,786.34      0.05      300,893.17     4.292      64.97        64.97       742  
 11.001 - 11.500...............       22        4,959,907.14      0.41      225,450.32     5.563      78.49        78.49       671  
 11.501 - 12.000...............      157       49,861,048.14      4.12      317,586.29     5.593      78.29        78.29       675  
 12.001 - 12.500...............      648      193,290,132.47     15.97      298,287.24     5.908      79.36        79.36       666  
 12.501 - 13.000...............      903      241,053,577.67     19.92      266,947.48     6.372      79.90        79.90       654  
 13.001 - 13.500...............    1,114      278,347,139.21     23.00      249,862.78     6.822      80.96        80.96       645  
 13.501 - 14.000...............      712      167,919,222.75     13.87      235,841.60     7.284      81.95        81.95       631  
 14.001 - 14.500...............      613      134,499,286.84     11.11      219,411.56     7.706      81.86        81.86       618  
 14.501 - 15.000...............      319       61,296,967.44      5.06      192,153.50     8.126      82.67        82.67       620  
 15.001 - 15.500...............      244       40,526,783.82      3.35      166,093.38     8.614      84.02        84.02       598  
 15.501 - 16.000...............      133       20,288,146.62      1.68      152,542.46     9.025      84.15        84.15       584  
 16.001 - 16.500...............       88       11,289,942.10      0.93      128,294.80     9.473      85.96        85.96       586  
 16.501 - 17.000...............       37        3,947,387.51      0.33      106,686.15     9.795      84.14        84.14       576  
 17.001 - 17.500...............       13        1,119,439.63      0.09       86,110.74    10.241      82.15        82.15       561  
 17.501 - 18.000...............        9          647,211.19      0.05       71,912.35    10.757      89.87        89.87       575  
 18.001 - 18.500...............        2          177,024.10      0.01       88,512.05    11.266      87.63        87.63       576  
 18.501 - 19.000...............        1           54,949.34      0.00       54,949.34    11.725      44.72        44.72       509  
 19.501 - 20.000...............        1           94,928.72      0.01       94,928.72    12.650     100.00       100.00       619  
 20.501 - 20.599...............        1           41,956.46      0.00       41,956.46    13.599      70.00        70.00       519  
                                   -----   -----------------    ------                                                              
     Total.....................    5,020   $1,210,281,388.93    100.00%   $ 241,091.91     6.896%     80.91%       80.91%      642  
                                   =====   =================    ======                                                              

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MINIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
     MINIMUM MORTGAGE RATE (%)     LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
  2.000 -  2.500...............        5   $      794,549.64      0.07%   $ 158,909.93     8.337%     86.81%       86.81%      593  
  2.501 -  3.000...............        1          432,000.00      0.04      432,000.00     6.500      80.00        80.00       635  
  4.001 -  4.500...............        2          601,786.34      0.05      300,893.17     4.292      64.97        64.97       742  
  4.501 -  5.000...............       15        5,013,117.38      0.41      334,207.83     5.694      79.58        79.58       668  
  5.001 -  5.500...............      135       43,361,373.58      3.58      321,195.36     5.474      77.97        77.97       678  
  5.501 -  6.000...............      673      196,605,484.20     16.24      292,132.96     5.981      79.57        79.57       666  
  6.001 -  6.500...............      884      235,702,064.72     19.47      266,631.29     6.332      79.67        79.67       654  
  6.501 -  7.000...............    1,192      299,653,231.90     24.76      251,386.94     6.811      81.03        81.03       647  
  7.001 -  7.500...............      749      173,250,049.30     14.31      231,308.48     7.305      81.66        81.66       629  
  7.501 -  8.000...............      654      139,467,648.40     11.52      213,253.29     7.782      82.03        82.03       615  
  8.001 -  8.500...............      267       50,422,877.70      4.17      188,849.73     8.282      83.15        83.15       612  
  8.501 -  9.000...............      235       39,504,855.11      3.26      168,105.77     8.777      84.50        84.50       593  
  9.001 -  9.500...............      102       14,248,517.12      1.18      139,691.34     9.260      85.69        85.69       578  
  9.501 - 10.000...............       76        8,562,125.44      0.71      112,659.55     9.773      85.86        85.86       568  
 10.001 - 10.500...............       16        1,674,917.36      0.14      104,682.34    10.172      81.37        81.37       568  
 10.501 - 11.000...............        9          617,932.12      0.05       68,659.12    10.740      88.23        88.23       568  
 11.001 - 11.500...............        2          177,024.10      0.01       88,512.05    11.266      87.63        87.63       576  
 11.501 - 12.000...............        1           54,949.34      0.00       54,949.34    11.725      44.72        44.72       509  
 12.501 - 13.000...............        1           94,928.72      0.01       94,928.72    12.650     100.00       100.00       619  
 13.501 - 13.599...............        1           41,956.46      0.00       41,956.46    13.599      70.00        70.00       519  
                                   -----   -----------------    ------                                                              
     Total.....................    5,020   $1,210,281,388.93    100.00%   $ 241,091.91     6.896%     80.91%       80.91%      642  
                                   =====   =================    ======                                                              

INITIAL PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
 INITIAL PERIODIC RATE CAPS (%)    LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
1.000 - 1.000..................       35   $    7,332,620.80      0.61%   $ 209,503.45     6.953%     81.27%       81.27%      646  
1.001 - 1.500..................      441       95,367,625.77      7.88      216,253.12     7.289      81.28        81.28       635  
1.501 - 2.000..................       26        5,832,535.91      0.48      224,328.30     6.694      82.03        82.03       628  
2.501 - 3.000..................    4,423    1,069,986,963.53     88.41      241,914.30     6.886      80.86        80.86       641  
3.001 - 3.500..................        1          159,664.14      0.01      159,664.14     7.825      80.00        80.00       648  
4.501 - 5.000..................       93       31,492,378.78      2.60      338,627.73     6.057      81.01        81.01       684  
6.001 - 6.500..................        1          109,600.00      0.01      109,600.00     7.400      80.00        80.00       688  
                                   -----   -----------------    ------                                                              
     Total.....................    5,020   $1,210,281,388.93    100.00%   $ 241,091.91     6.896%     80.91%       80.91%      642  
                                   =====   =================    ======                                                              

II-10 

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 DESCRIPTION OF THE TOTAL COLLATERAL

 SUBSEQUENT PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
        SUBSEQUENT PERIODIC      MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
           RATE CAPS (%)           LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
1.000..........................    4,741   $1,152,327,838.55     95.21%   $ 243,055.86     6.865%     80.87%       80.87%      642  
1.500..........................      259       55,254,775.45      4.57      213,338.90     7.492      81.96        81.96       644  
2.000..........................       20        2,698,774.93      0.22      134,938.75     8.090      75.47        75.47       592  
                                   -----   -----------------    ------                                                              
     Total.....................    5,020   $1,210,281,388.93    100.00%   $ 241,091.91     6.896%     80.91%       80.91%      642  
                                   =====   =================    ======                                                              

 CREDIT SCORES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF         AGGREGATE      AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
       CREDIT SCORES              LOANS         BALANCE        BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
   0  -  499...................        6   $      436,663.74      0.03%   $  72,777.29     8.301%     70.62%       70.62%      491  
 500  -  524...................      214       38,981,754.61      2.63      182,157.73     8.263      76.31        76.41       512  
 525  -  549...................      245       42,019,618.10      2.83      171,508.65     7.969      77.17        77.49       536  
 550  -  574...................      406       82,602,185.25      5.56      203,453.66     7.662      79.09        79.24       562  
 575  -  599...................      883      144,184,752.11      9.71      163,289.64     7.352      76.76        81.83       588  
 600  -  624...................    1,427      245,703,847.95     16.55      172,182.09     7.287      74.69        82.21       613  
 625  -  649...................    1,458      265,536,412.12     17.89      182,123.74     7.164      75.08        82.87       637  
 650  -  674...................    1,258      242,010,526.41     16.30      192,377.21     7.085      74.28        82.82       661  
 675  -  699...................      904      179,458,784.41     12.09      198,516.35     6.956      73.99        83.46       686  
 700  -  724...................      533      109,629,631.20      7.38      205,684.11     6.839      74.03        83.02       711  
 725  -  749...................      344       69,222,106.97      4.66      201,227.06     6.793      72.85        82.47       737  
 750  -  774...................      203       46,288,779.92      3.12      228,023.55     6.858      74.86        83.15       762  
 775  -  799...................       66       14,530,974.98      0.98      220,166.29     6.929      76.41        83.58       785  
 800  -  824...................       25        3,945,760.76      0.27      157,830.43     6.937      76.09        82.41       806  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

II-11 

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PRODUCT TYPE OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                   NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                     OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                  MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
           PRODUCT TYPE            LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
2/28 40/30 BALLOON.............      899   $  259,459,859.06     17.48%   $ 288,609.41     6.827%     80.51%       80.51%      630  
2/28 ARM.......................    2,514      492,974,462.74     33.21      196,091.67     7.251      80.87        80.87       626  
2/28 ARM (IO)..................    1,151      338,850,046.26     22.83      294,396.22     6.569      81.35        81.35       666  
3/27 40/30 BALLOON.............       23        7,083,087.30      0.48      307,960.32     6.363      80.89        80.89       666  
3/27 ARM.......................      146       28,432,318.59      1.92      194,741.91     7.036      81.23        81.23       635  
3/27 ARM (IO)..................       60       16,917,164.82      1.14      281,952.75     6.400      81.83        81.83       673  
5/25 40/30 BALLOON.............       42       11,473,948.97      0.77      273,189.26     6.494      78.87        78.87       674  
5/25 ARM.......................       68       16,793,043.66      1.13      246,956.52     6.545      78.97        78.97       650  
5/25 ARM (IO)..................      107       35,539,652.95      2.39      332,146.29     6.107      80.67        80.67       681  
ARM (6 month)..................        8        2,051,876.93      0.14      256,484.62     7.060      83.40        83.40       663  
ARM (IO) (6 month).............        1          413,600.00      0.03      413,600.00     6.375      88.00        88.00       639  
ARM 40/30 BALLOON..............        1          292,327.65      0.02      292,327.65     7.900      90.00        90.00       619  
FIXED..........................      751      126,965,080.65      8.55      169,061.36     7.077      75.28        77.23       643  
FIXED (IO).....................        7        2,027,063.71      0.14      289,580.53     6.543      77.36        77.36       679  
FIXED 30/15 BALLOON............    2,141      130,150,231.11      8.77       60,789.46    10.098      19.88        99.48       661  
FIXED 40/30 BALLOON............       53       15,128,034.13      1.02      285,434.61     6.773      79.55        79.55       645  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

 INTEREST-ONLY TERMS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
         IO TERMS (MONTHS)         LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
0..............................    6,646   $1,090,804,270.79     73.48%   $ 164,129.44     7.433%     72.81%       82.53%      635  
60.............................    1,267      377,305,912.80     25.42      297,794.72     6.524      81.32        81.32       668  
120............................       59       16,441,614.94      1.11      278,671.44     6.424      80.78        80.78       663  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

 LIEN TYPE ON THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
             LIEN TYPE             LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
First Lien.....................    5,770   $1,351,366,763.13     91.03%   $ 234,205.68     6.904%     80.50%       80.50%      642  
Second Lien....................    2,202      133,185,035.40      8.97       60,483.67    10.097      19.83        99.49       661  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

II-12 

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 SEASONING OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                 WEIGHTED           
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
        SEASONING (MONTHS)         LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  --------  -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
1 - 6..........................    7,894   $1,466,924,350.23     98.81%   $ 185,827.76     7.191%     75.00%       82.20%      644  
7 - 12.........................       78       17,627,448.30      1.19      225,992.93     7.172      80.08        82.23       628  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

 PREPAYMENT FLAG ON THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED             
                                                                                                   WEIGHTED     AVERAGE             
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
          PREPAYMENT FLAG          LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  --------  -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
No.............................    2,709   $  452,991,604.90     30.51%   $ 167,217.28     7.532%     73.06%       82.99%      645  
Yes............................    5,263    1,031,560,193.63     69.49      196,002.32     7.040      75.94        81.86       643  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

PREPAYMENT TERMS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF         AGGREGATE      AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
     PREPAYMENT TERM (MONTHS)     LOANS         BALANCE        BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  --------  -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
0 - 0 .........................    2,709   $  452,991,604.90     30.51%   $ 167,217.28     7.532%     73.06%       82.99%      645  
1 - 12.........................      301       73,958,481.26      4.98      245,709.24     6.944      76.54        79.89       652  
13 - 24........................    4,196      812,204,794.87     54.71      193,566.44     7.073      75.66        82.42       641  
25 - 36........................      700      135,402,807.90      9.12      193,432.58     6.871      77.01        79.73       650  
37 - 60........................       66        9,994,109.60      0.67      151,425.90     7.398      79.34        79.34       627  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

DEBT-TO INCOME RATIO OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF         AGGREGATE      AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE      PRINCIPAL      PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
        DEBT-TO-INCOME (%)        LOANS         BALANCE        BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- ------------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
0.00  - 25.00..................      525   $   91,067,211.50      6.13%   $ 173,461.36     7.207%     75.89%       81.40%      651  
25.01 - 30.00..................      461       78,443,331.36      5.28      170,159.07     7.113      75.95        81.75       644  
30.01 - 35.00..................      907      157,119,252.24     10.58      173,229.61     7.130      75.18        81.25       647  
35.01 - 40.00..................    1,411      260,929,212.23     17.58      184,925.03     7.112      74.81        81.86       649  
40.01 - 45.00..................    1,942      376,840,099.76     25.38      194,047.43     7.194      75.07        82.35       645  
45.01 - 50.00..................    2,167      414,653,151.67     27.93      191,348.94     7.282      74.47        82.64       640  
50.01 - 55.00..................      486       91,418,332.52      6.16      188,103.56     7.186      76.46        83.32       629  
55.01 - 60.00..................       72       13,947,607.25      0.94      193,716.77     6.910      75.63        82.94       636  
60.01 - 62.03..................        1          133,600.00      0.01      133,600.00     5.750      80.00        80.00       688  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

II-13 

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 ORIGINATORS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED            
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
            ORIGINATOR             LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  --------  -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
Accredited.....................      357   $   70,569,104.35      4.75%   $ 197,672.56     7.443%     80.82%       80.82%      644  
First Horizon..................      477       81,715,789.98      5.50      171,311.93     7.701      81.34        81.34       637  
IMPAC..........................      240       48,690,085.11      3.28      202,875.35     7.333      76.14        80.88       627  
Mortgage IT....................      659      108,541,650.24      7.31      164,706.60     7.389      75.55        83.16       640  
WMC............................    6,239    1,175,035,168.85     79.15      188,337.10     7.116      74.18        82.31       645  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

 SERVICERS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                 WEIGHTED           
                                                                                                    WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                   WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF        AGGREGATE       AGGREGATE     AVERAGE      AVERAGE    ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
             SERVICER              LOANS       BALANCE         BALANCE      BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  --------  -----------------  ---------  ------------  --------   -----------  -----------  --------
                                                                                                                                    
Chase..........................    1,123   $  194,627,080.39     13.11%   $ 173,309.96     7.598%     79.69%       81.71%      640  
Countrywide....................    6,766    1,267,611,869.89     85.39      187,350.26     7.135      74.27        82.29       644  
HomeEQ.........................       83       22,312,848.25      1.50      268,829.50     6.804      79.46        81.41       641  
                                   -----   -----------------    ------                                                              
     Total.....................    7,972   $1,484,551,798.53    100.00%   $ 186,220.75     7.191%     75.06%       82.20%      644  
                                   =====   =================    ======                                                              

II-14 

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 DESCRIPTION OF THE GROUP I COLLATERAL

 PRINCIPAL BALANCES OF THE GROUP I MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED            
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                  WEIGHTED    AVERAGE     ADJUSTED    WEIGHTED
                                    OF         AGGREGATE      AGGREGATE    AVERAGE     AVERAGE    ORIGINAL    ORIGINAL    AVERAGE  
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   PRINCIPAL    MORTGAGE    LOAN-TO-    LOAN-TO-     CREDIT 
            RANGE ($)             LOANS         BALANCE        BALANCE     BALANCE       RATE    VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  --------  -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                   
  13,500.00 -  25,000.00.......       73   $    1,441,369.91      0.29%  $  19,744.79    10.293%     19.48%       97.00%     646   
  25,000.01 -  50,000.00.......      263       10,148,309.24      2.05      38,586.73    10.402      26.21        96.92      653   
  50,000.01 -  75,000.00.......      337       21,293,217.25      4.30      63,184.62     9.771      36.34        94.71      649   
  75,000.01 - 100,000.00.......      298       26,072,156.59      5.27      87,490.46     8.884      50.27        89.42      653   
100,000.01  - 125,000.00.......      206       23,008,374.64      4.65     111,691.14     7.94       64.44        85.21      651   
125,000.01  - 150,000.00.......      199       27,299,687.74      5.52     137,184.36     7.615      72.22        82.44      637   
150,000.01  - 175,000.00.......      226       36,715,102.10      7.42     162,456.20     7.01       79.05        79.74      635   
175,000.01  - 200,000.00.......      230       42,978,297.19      8.69     186,862.16     7.004      80.10        80.56      641   
200,000.01  - 225,000.00.......      210       44,813,779.70      9.06     213,398.95     6.932      81.51        81.51      640   
225,000.01  - 250,000.00.......      192       45,728,049.88      9.24     238,166.93     6.711      80.18        80.18      647   
250,000.01  - 275,000.00.......      192       50,422,936.89     10.19     262,619.46     6.691      80.55        80.55      650   
275,000.01  - 300,000.00.......      187       53,670,523.27     10.85     287,008.15     6.721      81.26        81.26      654   
300,000.01  - 359,650.00.......      294       96,165,831.83     19.44     327,094.67     6.685      81.09        81.09      656   
359,650.01  - 500,000.00.......       31       12,710,197.82      2.57     410,006.38     6.722      80.37        80.37      663   
500,000.01  - 648,000.00.......        4        2,301,018.21      0.47     575,254.55     7.222      85.94        85.94      653   
                                   -----   -----------------    ------                                                             
     Total.....................    2,942   $  494,768,852.26    100.00%  $ 168,174.32     7.215%     74.65%       82.53%     648   
                                   =====   =================    ======                                                             

----------                                                                      
(1) Based on Original Principal Balance.                                        

 PRINCIPAL BALANCES OF THE GROUP I MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                              WEIGHTED            
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                         % OF                 WEIGHTED     AVERAGE     ADJUSTED   WEIGHTED
                                    OF        AGGREGATE      AGGREGATE    AVERAGE     AVERAGE     ORIGINAL    ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL      PRINCIPAL   PRINCIPAL   MORTGAGE     LOAN-TO-    LOAN-TO-     CREDIT 
            RANGE ($)             LOANS        BALANCE        BALANCE     BALANCE      RATE     VALUE RATIO  VALUE RATIO   SCORE  
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
    13,475.89 -    25,000.00...      73   $    1,441,369.91      0.29%  $  19,744.79   10.293%     19.48%       97.00%      646   
    25,000.01 -    50,000.00...     263       10,148,309.24      2.05      38,586.73   10.402      26.21        96.92       653   
    50,000.01 -    75,000.00...     337       21,293,217.25      4.30      63,184.62    9.771      36.34        94.71       649   
    75,000.01 -   100,000.00...     301       26,327,488.85      5.32      87,466.74    8.876      50.40        89.38       653   
   100,000.01 -   125,000.00...     205       22,954,486.81      4.64     111,973.11    7.949      64.45        85.28       651   
   125,000.01 -   150,000.00...     199       27,324,590.28      5.52     137,309.50    7.618      72.26        82.47       637   
   150,000.01 -   175,000.00...     225       36,565,256.41      7.39     162,512.25    7.002      78.99        79.68       635   
   175,000.01 -   200,000.00...     230       43,101,290.69      8.71     187,396.92    6.997      80.20        80.52       641   
   200,000.01 -   225,000.00...     210       44,838,964.77      9.06     213,518.88    6.933      81.51        81.51       640   
   225,000.01 -   250,000.00...     192       45,753,228.80      9.25     238,298.07    6.710      80.20        80.20       647   
   250,000.01 -   275,000.00...     197       51,821,131.16     10.47     263,051.43    6.699      80.57        80.57       650   
   275,000.01 -   300,000.00...     181       52,022,470.23     10.51     287,416.96    6.713      81.25        81.25       654   
   300,000.01 -   359,650.00...     294       96,165,831.83     19.44     327,094.67    6.685      81.09        81.09       656   
   359,650.01 -   500,000.00...      31       12,710,197.82      2.57     410,006.38    6.722      80.37        80.37       663   
   500,000.01 -   645,625.01...       4        2,301,018.21      0.47     575,254.55    7.222      85.94        85.94       653   
                                  -----   -----------------    ------                                                             
     Total.....................   2,942   $  494,768,852.26    100.00%  $ 168,174.32    7.215%     74.65%       82.53%      648   
                                  =====   =================    ======                                                             

II-15 

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 DESCRIPTION OF THE GROUP I COLLATERAL

 MORTGAGE RATES OF THE GROUP I MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED           
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                       % OF                   WEIGHTED     AVERAGE     ADJUSTED   WEIGHTED
                                    OF        AGGREGATE      AGGREGATE     AVERAGE    AVERAGE     ORIGINAL     ORIGINAL   AVERAGE 
                                 MORTGAGE     PRINCIPAL      PRINCIPAL    PRINCIPAL   MORTGAGE    LOAN-TO-     LOAN-TO-    CREDIT 
         MORTGAGE RATE (%)        LOANS        BALANCE        BALANCE      BALANCE      RATE    VALUE RATIO   VALUE RATIO  SCORE  
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
  4.375 -  4.499................      1   $      203,889.41      0.04%  $ 203,889.41    4.375%     35.65%       35.65%      746   
  4.500 -  4.999................      3          818,428.64      0.17     272,809.55    4.990      80.00        80.00       670   
  5.000 -  5.499................     25        6,424,542.96      1.30     256,981.72    5.287      79.34        79.34       680   
  5.500 -  5.999................    247       57,513,090.39     11.62     232,846.52    5.831      79.89        79.89       669   
  6.000 -  6.499................    340       78,558,208.27     15.88     231,053.55    6.255      80.02        80.02       656   
  6.500 -  6.999................    703      153,139,850.76     30.95     217,837.63    6.759      80.34        80.34       654   
  7.000 -  7.499................    298       61,053,693.52     12.34     204,878.17    7.206      81.31        81.44       639   
  7.500 -  7.999................    268       49,990,330.94     10.10     186,531.09    7.750      81.08        81.46       620   
  8.000 -  8.499................     77       11,939,419.89      2.41     155,057.40    8.238      79.26        80.10       625   
  8.500 -  8.999................    138       18,530,413.30      3.75     134,278.36    8.776      74.78        85.52       609   
  9.000 -  9.499................     63        7,090,821.06      1.43     112,552.72    9.194      76.10        89.16       610   
  9.500 -  9.999................    324       21,721,951.73      4.39      67,043.06    9.778      29.77        97.46       670   
 10.000 - 10.499................     69        4,597,062.06      0.93      66,624.09   10.247      29.28        95.89       646   
 10.500 - 10.999................    254       16,339,958.46      3.30      64,330.55   10.756      21.03        99.07       649   
 11.000 - 11.499................     39        2,032,126.11      0.41      52,105.80   11.229      28.38        98.35       640   
 11.500 - 11.999................     67        3,487,138.16      0.70      52,046.84   11.664      20.98        97.58       635   
 12.000 - 12.499................      9          431,296.85      0.09      47,921.87   12.298      18.64        98.50       628   
 12.500 - 12.875................     17          896,629.75      0.18      52,742.93   12.564      19.44        99.44       616   
                                  -----   -----------------    ------                                                             
     Total......................  2,942   $  494,768,852.26    100.00%  $ 168,174.32    7.215%     74.65%       82.53%      648   
                                  =====   =================    ======                                                             

 ORIGINAL TERMS TO STATED MATURITY OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED           
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                  WEIGHTED     AVERAGE     ADJUSTED   WEIGHTED
                                    OF        AGGREGATE      AGGREGATE    AVERAGE     AVERAGE    ORIGINAL     ORIGINAL    AVERAGE 
                                 MORTGAGE     PRINCIPAL      PRINCIPAL   PRINCIPAL    MORTGAGE    LOAN-TO-     LOAN-TO-    CREDIT 
       ORIGINAL TERM (MONTHS)     LOANS        BALANCE        BALANCE     BALANCE       RATE    VALUE RATIO   VALUE RATIO  SCORE  
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
120.............................      4   $      132,605.18      0.03%  $  33,151.30    8.478%     57.42%       67.96%      623   
180.............................    799       50,600,312.01     10.23      63,329.55   10.177      22.37        98.37       664   
240.............................     13          676,601.22      0.14      52,046.25   10.340      30.27        82.45       619   
360.............................  2,126      443,359,333.85     89.61     208,541.55    6.871      80.69        80.72       647   
                                  -----   -----------------    ------                                                             
     Total......................  2,942   $  494,768,852.26    100.00%  $ 168,174.32    7.215%     74.65%       82.53%      648   
                                  =====   =================    ======                                                             

REMAINING TERMS TO STATED MATURITY OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE     AVERAGE   ORIGINAL     ORIGINAL    AVERAGE 
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      REMAINING TERM (MONTHS)     LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 116  -  120....................       4  $      132,605.18      0.03%  $   33,151.30    8.478%     57.42%       67.96%      623   
 121  -  180....................     799      50,600,312.01     10.23       63,329.55   10.177      22.37        98.37       664   
 181  -  240....................      13         676,601.22      0.14       52,046.25   10.340      30.27        82.45       619   
 301  -  359....................   2,126     443,359,333.85     89.61      208,541.55    6.871      80.69        80.72       647   
                                   -----  -----------------    ------                                                              
     Total......................   2,942  $  494,768,852.26    100.00%  $  168,174.32    7.215%     74.65%       82.53%      648   
                                   =====  =================    ======                                                              

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 ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE     AVERAGE   ORIGINAL     ORIGINAL    AVERAGE 
           ORIGINAL              MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    LOAN-TO-VALUE RATIO (%)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  9.97 -  25.00................     791   $    48,982,621.59     9.90%  $  61,924.93    10.304%     19.62%       99.14%      667   
 25.01 -  30.00................       4           351,111.86     0.07      87,777.97    10.088      27.31        27.31       536   
 30.01 -  35.00................       4           349,817.43     0.07      87,454.36     7.110      33.70        33.70       633   
 35.01 -  40.00................       6           895,894.15     0.18     149,315.69     6.139      37.42        37.42       641   
 40.01 -  45.00................       8         1,128,840.03     0.23     141,105.00     7.958      43.03        43.03       568   
 45.01 -  50.00................      10         1,558,612.39     0.32     155,861.24     7.023      49.09        49.09       579   
 50.01 -  55.00................      13         2,316,870.75     0.47     178,220.83     7.697      52.26        52.26       575   
 55.01 -  60.00................      20         3,686,887.51     0.75     184,344.38     7.112      57.66        57.66       567   
 60.01 -  65.00................      21         3,719,190.26     0.75     177,104.30     6.904      63.14        63.14       578   
 65.01 -  70.00................      46         8,108,455.38     1.64     176,270.77     7.021      68.55        68.55       595   
 70.01 -  75.00................      63        12,162,376.77     2.46     193,053.60     7.273      74.20        74.20       584   
 75.01 -  80.00................   1,503       324,597,884.74    65.61     215,966.66     6.680      79.92        79.92       657   
 80.01 -  85.00................      96        19,430,739.35     3.93     202,403.53     7.406      84.36        84.36       608   
 85.01 -  90.00................     220        43,175,118.57     8.73     196,250.54     7.401      89.77        89.77       633   
 90.01 -  95.00................     121        22,429,067.29     4.53     185,364.19     7.575      94.79        94.79       644   
 95.01 - 100.00................      16         1,875,364.19     0.38     117,210.26     8.805      99.90        99.90       634   
                                  -----   ------------------   ------                                                              
    Total......................   2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

ORIGINAL ADJUSTED LOAN-TO-VALUE RATIOS OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE     AVERAGE   ORIGINAL     ORIGINAL    AVERAGE 
       ORIGINAL ADJUSTED         MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    LOAN-TO-VALUE RATIO (%)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  14.74 -  25.00...............       4   $       260,409.75     0.05%  $  65,102.44     7.869%     18.52%       18.52%      602   
  25.01 -  30.00...............       4           351,111.86     0.07      87,777.97    10.088      27.31        27.31       536   
  30.01 -  35.00...............       4           349,817.43     0.07      87,454.36     7.110      33.70        33.70       633   
  35.01 -  40.00...............       6           895,894.15     0.18     149,315.69     6.139      37.42        37.42       641   
  40.01 -  45.00...............       8         1,128,840.03     0.23     141,105.00     7.958      43.03        43.03       568   
  45.01 -  50.00...............      10         1,558,612.39     0.32     155,861.24     7.023      49.09        49.09       579   
  50.01 -  55.00...............      13         2,316,870.75     0.47     178,220.83     7.697      52.26        52.26       575   
  55.01 -  60.00...............      20         3,686,887.51     0.75     184,344.38     7.112      57.66        57.66       567   
  60.01 -  65.00...............      21         3,719,190.26     0.75     177,104.30     6.904      63.14        63.14       578   
  65.01 -  70.00...............      46         8,108,455.38     1.64     176,270.77     7.021      68.55        68.55       595   
  70.01 -  75.00...............      63        12,162,376.77     2.46     193,053.60     7.273      74.20        74.20       584   
  75.01 -  80.00...............   1,503       324,597,884.74    65.61     215,966.66     6.680      79.92        79.92       657   
  80.01 -  85.00...............      96        19,430,739.35     3.93     202,403.53     7.406      84.36        84.36       608   
  85.01 -  90.00...............     225        43,418,634.82     8.78     192,971.71     7.414      89.32        89.77       633   
  90.01 -  95.00...............     183        25,724,801.35     5.20     140,572.68     7.947      84.55        94.79       644   
  95.01 - 100.00...............     735        46,930,449.49     9.49      63,850.95    10.250      23.21        99.97       668   
 100.01 - 100.04...............       1           127,876.23     0.03     127,876.23     9.600      24.24       100.00       607   
                                  -----   ------------------   ------                                                              
    Total......................   2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

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 DESCRIPTION OF THE GROUP I COLLATERAL

ORIGINAL COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE     AVERAGE   ORIGINAL     ORIGINAL    AVERAGE 
       ORIGINAL COMBINED         MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    LOAN-TO-VALUE RATIO (%)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  14.80 -  25.00................      4   $       260,409.75     0.05%  $  65,102.44     7.869%     18.52%       18.52%      602   
  25.01 -  30.00................      4           351,111.86     0.07      87,777.97    10.088      27.31        27.31       536   
  30.01 -  35.00................      4           349,817.43     0.07      87,454.36     7.110      33.70        33.70       633   
  35.01 -  40.00................      6           895,894.15     0.18     149,315.69     6.139      37.42        37.42       641   
  40.01 -  45.00................      8         1,128,840.03     0.23     141,105.00     7.958      43.03        43.03       568   
  45.01 -  50.00................      9         1,269,113.15     0.26     141,012.57     7.085      49.08        49.08       586   
  50.01 -  55.00................     12         2,067,529.67     0.42     172,294.14     7.821      52.07        52.07       571   
  55.01 -  60.00................     20         3,686,887.51     0.75     184,344.38     7.112      57.66        57.66       567   
  60.01 -  65.00................     20         3,563,758.97     0.72     178,187.95     6.922      63.06        63.06       579   
  65.01 -  70.00................     47         8,459,841.55     1.71     179,996.63     7.008      68.05        68.05       595   
  70.01 -  75.00................     57        11,438,416.58     2.31     200,673.98     7.267      74.17        74.17       581   
  75.01 -  80.00................    182        35,912,540.28     7.26     197,321.65     6.963      79.34        79.34       610   
  80.01 -  85.00................     91        18,296,134.87     3.70     201,056.43     7.408      84.39        84.39       604   
  85.01 -  90.00................    234        46,364,938.64     9.37     198,140.76     7.338      88.34        88.80       637   
  90.01 -  95.00................    258        43,463,903.89     8.78     168,464.74     7.479      82.8         88.81       649   
  95.01 - 100.00................  1,986       317,259,713.93    64.12     159,748.09     7.179      71.58        82.97       664   
                                  -----   ------------------   ------                                                              
     Total......................  2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

 OCCUPANCY STATUS OF THE GROUP I MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                                 WEIGHTED           
                                                                                                    WEIGHTED     AVERAGE            
                                   NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                     OF       AGGREGATE       AGGREGATE      AVERAGE     AVERAGE   ORIGINAL     ORIGINAL    AVERAGE 
                                  MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
       OCCUPANCY STATUS            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------   -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                    
Investor.......................      120   $    19,847,848.79     4.01%  $ 165,398.74    7.423%      83.85%       84.00%      672   
Owner Occupied.................    2,709       456,826,117.10    92.33     168,632.75    7.210       74.08        82.38       645   
Second Home....................      113        18,094,886.37     3.66     160,131.74    7.101       79.20        84.67       699   
                                   -----   ------------------   ------                                                              
     Total.....................    2,942   $   494,768,852.26   100.00%  $ 168,174.32    7.215%      74.65%       82.53%      648   
                                   =====   ==================   ======                                                              
-------------------                                                                                                                 
(1) The occupancy status of a Mortgaged Property is as represented by the                                                           
    mortgagor in its loan application.                                                                                              


PROPERTY TYPES OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE     AVERAGE   ORIGINAL     ORIGINAL    AVERAGE 
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           PROPERTY TYPE          LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1 Family........................  2,047   $   335,073,513.64    67.72%  $ 163,690.04    7.237%      74.59%       82.36%      646   
PUD.............................    396        65,109,171.34    13.16     164,417.10    7.223       74.53        83.81       650   
Condominium.....................    319        53,686,981.39    10.85     168,297.75    7.010       74.95        83.13       658   
2-4 Family......................    179        40,731,821.44     8.23     227,552.08    7.284       74.95        81.07       656   
Townhouse.......................      1           167,364.45     0.03     167,364.45    6.999       80.00        80.00       673   
                                  -----   ------------------   ------                                                              
     Total......................  2,942   $   494,768,852.26   100.00%  $ 168,174.32    7.215%      74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

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PURPOSES OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            LOAN PURPOSE          LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Cash Out........................    758   $   129,926,295.69    26.26%  $ 171,406.72     7.257%     75.31%       80.47%      613   
Construction....................      1           292,164.76     0.06     292,164.76     7.750      84.93        84.93       693   
Purchase........................  2,118       353,992,164.62    71.55     167,135.11     7.197      74.19        83.23       663   
Refinance.......................     65        10,558,227.19     2.13     162,434.26     7.270      82.01        84.14       606   
                                  -----   ------------------   ------                                                              
     Total......................  2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

DOCUMENTATION TYPES OF THE GROUP I MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         DOCUMENTATION TYPE       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Full-Full-Verified.............     948   $   164,360,446.70    33.22%  $ 173,376.00     6.859%      79.31%       81.66%     627   
Full-Limited-Verified..........      59         8,846,696.23     1.79     149,944.00     6.996       79.82        80.99      622   
Limited-Full-Verified..........      47         9,490,414.26     1.92     201,923.71     6.936       78.37        81.20      634   
Limited-Limited-Verified.......      13         2,908,235.63     0.59     223,710.43     6.776       78.36        80.36      645   
None-Full-None.................       2           425,350.43     0.09     212,675.22     8.262       95.00        95.00      631   
None-Full-Verified.............   1,299       189,055,448.24    38.21     145,539.22     7.594       67.06        84.59      671   
None-None-None.................      15         3,119,561.75     0.63     207,970.78     8.024       81.74        81.74      703   
None-Stated-Verified...........       3           547,180.58     0.11     182,393.53     7.850       92.16        92.16      693   
Reduced-Full-Verified..........     195        39,088,826.01     7.90     200,455.52     6.733       80.01        83.18      645   
Stated-Full-Verified...........     190        40,800,107.43     8.25     214,737.41     7.091       77.02        77.17      624   
Stated-Limited-Verified........      58        11,510,923.57     2.33     198,464.20     7.561       81.96        83.83      650   
Stated-None-Verified...........     109        24,028,411.41     4.86     220,444.14     7.567       81.21        81.21      673   
Stated-Stated-Verified.........       4           587,250.02     0.12     146,812.51     8.416       58.53        58.53      540   
                                  -----   ------------------   ------                                                              
     Total.....................   2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%      74.65%       82.53%     648   
                                  =====   ==================   ======                                                              

-------------------                                                             
(1) For a description of the loan programs, see "The Originator--Underwriting   
Standards" in this prospectus supplement.                               

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES OF THE
GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             LOCATION             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
California......................    967   $   194,466,800.13    39.30%  $ 201,103.21     7.016%     72.59%        81.92%      652  
Florida.........................    272        39,118,161.62     7.91     143,816.77     7.345      77.64         83.58       655  
New York........................    146        30,711,646.19     6.21     210,353.74     7.200      72.34         80.98       659  
Maryland........................    137        23,562,364.91     4.76     171,988.07     7.305      75.14         83.10       645  
Washington......................    131        22,669,608.24     4.58     173,050.44     6.949      78.97         82.72       646  
Virginia........................    118        20,774,028.51     4.20     176,051.09     7.524      70.91         82.90       651  
Massachusetts...................     93        18,187,506.58     3.68     195,564.59     7.200      73.57         82.11       654  
Illinois........................    119        17,790,501.22     3.60     149,500.01     7.263      76.49         83.08       650  
Texas...........................    178        17,169,641.53     3.47      96,458.66     7.763      74.27         84.31       633  
Arizona.........................     93        15,449,298.10     3.12     166,121.48     7.379      78.23         82.53       641  
New Jersey......................     81        14,354,808.62     2.90     177,219.86     7.288      74.99         81.61       641  
Nevada..........................     72        12,556,181.54     2.54     174,391.41     7.101      77.07         83.16       655  
Connecticut.....................     44         6,799,087.55     1.37     154,524.72     7.326      74.06         82.89       640  
Pennsylvania....................     54         6,598,739.47     1.33     122,198.88     7.568      79.44         85.19       647  
Georgia.........................     44         5,259,959.14     1.06     119,544.53     8.018      75.13         85.18       644  
Colorado........................     31         4,920,786.24     0.99     158,735.04     7.110      80.14         83.34       628  
Oregon..........................     22         4,002,171.31     0.81     181,916.88     6.731      79.66         81.93       646  
North Carolina..................     29         3,925,052.01     0.79     135,346.62     7.463      79.46         84.65       635  
Rhode Island....................     22         3,808,593.75     0.77     173,117.90     6.997      79.43         82.01       629  
New Hampshire...................     19         3,068,733.63     0.62     161,512.30     7.183      77.63         82.96       640  
Mississippi.....................     25         2,693,332.49     0.54     107,733.30     7.565      80.48         84.15       613  
Missouri........................     24         2,440,677.36     0.49     101,694.89     8.027      79.98         83.86       638  
Michigan........................     23         2,407,474.38     0.49     104,672.80     7.883      79.77         86.43       624  
Wisconsin.......................     17         2,355,646.73     0.48     138,567.45     7.543      75.95         84.16       646  
District of Columbia............     13         2,338,688.76     0.47     179,899.14     6.957      72.57         81.79       656  
Idaho...........................     18         2,141,658.73     0.43     118,981.04     7.579      79.93         84.81       642  
Ohio............................     21         1,899,249.59     0.38      90,440.46     8.282      75.99         84.35       626  
Tennessee.......................     21         1,793,585.96     0.36      85,408.86     8.081      81.93         85.29       635  
Louisiana.......................     19         1,665,588.52     0.34      87,662.55     7.927      78.52         83.23       615  
Minnesota.......................     10         1,456,715.07     0.29     145,671.51     7.138      73.29         78.95       655  
New Mexico......................     11         1,199,750.85     0.24     109,068.26     7.431      78.42         80.72       635  
Utah............................     10         1,191,189.88     0.24     119,118.99     7.427      73.97         84.81       635  
South Carolina..................      6           798,916.72     0.16     133,152.79     7.208      74.78         77.80       622  
Oklahoma........................      9           676,733.40     0.14      75,192.60     8.064      85.14         85.14       609  
Indiana.........................      5           629,396.64     0.13     125,879.33     7.642      89.74         89.74       630  
Maine...........................      7           615,758.21     0.12      87,965.46     7.639      73.39         77.13       603  
Alabama.........................      5           597,434.89     0.12     119,486.98     8.188      84.53         84.53       610  
Montana.........................      5           588,817.81     0.12     117,763.56     6.878      79.42         82.11       631  
West Virginia...................      5           569,035.62     0.12     113,807.12     8.375      72.51         84.22       622  
Kansas..........................      5           293,364.32     0.06      58,672.86     8.731      87.72         87.72       654  
Delaware........................      3           292,323.86     0.06      97,441.29     7.706      68.85         81.09       601  
Wyoming.........................      2           200,479.88     0.04     100,239.94     7.780      70.95         70.95       604  
Arkansas........................      1           197,765.37     0.04     197,765.37     8.625      90.00         90.00       596  
Kentucky........................      1           173,403.62     0.04     173,403.62     8.850      80.00         80.00       511  
Vermont.........................      1           119,717.47     0.02     119,717.47     7.250      69.77         69.77       590  
North Dakota....................      1            92,406.33     0.02      92,406.33     8.350      90.00         90.00       737  
Nebraska........................      1            78,153.89     0.02      78,153.89     6.900      79.70         79.70       607  
Iowa............................      1            67,915.62     0.01      67,915.62    11.700      85.00         85.00       566  
                                  -----   ------------------   ------                                                              
     Total......................  2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%        82.53%      648  
                                  =====   ==================   ======                                                              

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 DESCRIPTION OF THE GROUP I COLLATERAL

 GROSS MARGINS OF THE ADJUSTABLE-RATE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED           
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          GROSS MARGIN (%)        LOANS       BALANCE         BALANCE      BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
  2.000 - 2.000.................      5   $       569,785.81     0.14%  $ 113,957.16   7.899%      76.42%       76.42%       616  
  2.001 - 2.500.................      1           209,649.99     0.05     209,649.99   7.725       79.99        79.99        670  
  3.501 - 4.000.................      2           301,711.50     0.07     150,855.75   7.403       88.88        88.88        693  
  4.001 - 4.500.................     75        14,580,845.27     3.52     194,411.27   6.805       81.60        81.60        655  
  4.501 - 5.000.................     40         9,414,337.46     2.27     235,358.44   6.069       81.13        81.13        665  
  5.001 - 5.500.................    204        48,049,500.84    11.59     235,536.77   6.200       79.97        79.97        662  
  5.501 - 6.000.................    503       107,508,466.17    25.92     213,734.53   6.708       80.18        80.18        653  
  6.001 - 6.500.................    477       104,658,945.61    25.24     219,410.79   6.737       80.38        80.38        652  
  6.501 - 7.000.................    380        81,083,446.20    19.55     213,377.49   7.059       81.91        81.91        647  
  7.001 - 7.500.................    128        25,207,072.36     6.08     196,930.25   7.421       83.59        83.59        627  
  7.501 - 8.000.................    101        17,464,174.00     4.21     172,912.61   7.875       83.63        83.63        624  
  8.001 - 8.500.................     25         3,903,047.75     0.94     156,121.91   8.316       84.23        84.23        618  
  8.501 - 9.000.................      8         1,189,156.56     0.29     148,644.57   8.096       88.99        88.99        610  
  9.001 - 9.500.................      3           588,433.60     0.14     196,144.53   9.413       92.27        92.27        557  
                                  -----   ------------------   ------                                                             
     Total......................  1,952   $   414,728,573.12   100.00%  $ 212,463.41   6.832%      81.05%       81.05%       650  
                                  =====   ==================   ======                                                             

NEXT ADJUSTMENT DATES FOR THE ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      NEXT ADJUSTMENT DATE        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
July 2005 - December 2005.......      2   $       306,758.20     0.07%  $ 153,379.10    6.646%      79.11%       79.11%      777   
January 2006 - June 2006........      2           422,526.42     0.10     211,263.21    7.731       90.00        90.00       618   
July 2006 - December 2006.......      3           571,917.88     0.14     190,639.29    6.459       80.00        80.00       631   
January 2007 - June 2007........  1,375       289,944,289.69    69.91     210,868.57    6.894       81.31        81.31       648   
July 2007 - December 2007.......    430        93,629,707.71    22.58     217,743.51    6.719       80.29        80.29       652   
January 2008 - June 2008........     57        11,772,585.71     2.84     206,536.59    6.717       81.29        81.29       652   
July 2008 - December 2008.......     18         4,268,451.88     1.03     237,136.22    6.374       81.39        81.39       670   
January 2010 - June 2010........     24         5,211,457.70     1.26     217,144.07    6.369       75.80        75.80       670   
July 2010 - December 2010.......     41         8,600,877.93     2.07     209,777.51    6.629       82.93        82.93       660   
                                  -----   ------------------   ------                                                              
     Total......................  1,952   $   414,728,573.12   100.00%  $ 212,463.41    6.832%      81.05%       81.05%      650   
                                  =====   ==================   ======                                                              

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 DESCRIPTION OF THE GROUP I COLLATERAL

MAXIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    MAXIMUM MORTGAGE RATE (%)     LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 10.250 - 10.500................      1   $       264,551.44     0.06%  $ 264,551.44     7.250%      80.00%       80.00%     616   
 10.501 - 11.000................      1           203,889.41     0.05     203,889.41     4.375       35.65        35.65      746   
 11.001 - 11.500................      9         2,182,563.98     0.53     242,507.11     5.157       81.85        81.85      681   
 11.501 - 12.000................     38         9,498,706.13     2.29     249,965.95     5.501       79.04        79.04      670   
 12.001 - 12.500................    262        61,333,012.80    14.79     234,095.47     5.902       79.89        79.89      666   
 12.501 - 13.000................    401        91,359,439.98    22.03     227,829.03     6.354       80.21        80.21      657   
 13.001 - 13.500................    545       118,149,721.44    28.49     216,788.48     6.813       80.77        80.77      653   
 13.501 - 14.000................    279        57,928,156.14    13.97     207,627.80     7.217       82.62        82.62      647   
 14.001 - 14.500................    176        34,509,354.87     8.32     196,075.88     7.644       81.36        81.36      625   
 14.501 - 15.000................     94        17,965,923.18     4.33     191,126.84     8.123       82.32        82.32      629   
 15.001 - 15.500................     67        11,157,207.83     2.69     166,525.49     8.705       84.91        84.91      607   
 15.501 - 16.000................     41         5,759,861.73     1.39     140,484.43     9.011       84.72        84.72      617   
 16.001 - 16.500................     23         2,934,822.77     0.71     127,600.99     9.533       86.83        86.83      574   
 16.501 - 17.000................     11         1,188,491.52     0.29     108,044.68     9.855       80.11        80.11      602   
 17.001 - 17.500................      2           115,845.80     0.03      57,922.90    10.063      100.00       100.00      620   
 18.001 - 18.450................      2           177,024.10     0.04      88,512.05    11.266       87.63        87.63      576   
                                  -----   ------------------   ------                                                              
     Total......................  1,952   $   414,728,573.12   100.00%  $ 212,463.41     6.832%      81.05%       81.05%     650   
                                  =====   ==================   ======                                                              

MINIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    MINIMUM MORTGAGE RATE (%)     LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  2.000 -  2.500................      2   $       307,882.23     0.07%  $ 153,941.12     8.021%     85.16%       85.16%      589   
  4.001 -  4.500................      1           203,889.41     0.05     203,889.41     4.375      35.65        35.65       746   
  4.501 -  5.000................      6         1,482,715.98     0.36     247,119.33     5.157      82.41        82.41       677   
  5.001 -  5.500................     36         8,928,845.62     2.15     248,023.49     5.419      79.12        79.12       672   
  5.501 -  6.000................    274        63,850,059.30    15.40     233,029.41     6.007      80.28        80.28       666   
  6.001 -  6.500................    402        92,058,148.40    22.20     229,000.37     6.322      80.13        80.13       658   
  6.501 -  7.000................    583       127,032,686.53    30.63     217,894.83     6.815      80.85        80.85       654   
  7.001 -  7.500................    269        54,833,203.02    13.22     203,840.90     7.258      81.98        81.98       643   
  7.501 -  8.000................    184        36,415,904.28     8.78     197,912.52     7.798      82.28        82.28       623   
  8.001 -  8.500................     60         9,924,158.35     2.39     165,402.64     8.281      81.73        81.73       630   
  8.501 -  9.000................     79        12,931,791.91     3.12     163,693.57     8.813      84.93        84.93       604   
  9.001 -  9.500................     29         3,695,474.66     0.89     127,430.16     9.244      86.99        86.99       589   
  9.501 - 10.000................     21         2,559,263.26     0.62     121,869.68     9.782      86.20        86.20       580   
 10.001 - 10.500................      3           250,673.63     0.06      83,557.88    10.151      59.78        59.78       563   
 10.501 - 11.000................      1            76,852.44     0.02      76,852.44    10.750      70.00        70.00       505   
 11.001 - 11.450................      2           177,024.10     0.04      88,512.05    11.266      87.63        87.63       576   
                                  -----   ------------------   ------                                                              
     Total......................  1,952   $   414,728,573.12   100.00%  $ 212,463.41     6.832%     81.05%       81.05%      650   
                                  =====   ==================   ======                                                              

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 DESCRIPTION OF THE GROUP I COLLATERAL

INITIAL PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
 INITIAL PERIODIC RATE CAPS (%)   LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1.000 - 1.000..................      11   $     1,968,638.49     0.47%  $ 178,967.14    7.017%      80.51%       80.51%       659  
1.001 - 1.500..................     123        26,148,065.73     6.30     212,585.90    7.109       80.65        80.65        648  
1.501 - 2.000..................       3           544,055.57     0.13     181,351.86    6.993       79.99        79.99        647  
2.501 - 3.000..................   1,798       382,210,922.22    92.16     212,575.60    6.817       81.06        81.06        649  
3.001 - 3.500..................       1           159,664.14     0.04     159,664.14    7.825       80.00        80.00        648  
4.501 - 5.000..................      16         3,697,226.97     0.89     231,076.69    6.291       83.75        83.75        674  
                                  -----   ------------------   ------                                                              
     Total.....................   1,952   $   414,728,573.12   100.00%  $ 212,463.41    6.832%      81.05%       81.05%       650  
                                  =====   ==================   ======                                                              

 SUBSEQUENT PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
        SUBSEQUENT PERIODIC      MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           RATE CAPS (%)           LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1.000...........................  1,877   $   397,285,062.33    95.79%  $ 211,659.60    6.815%       81.05%        81.05%      649 
1.500...........................     72        17,196,902.40     4.15     238,845.87    7.205        81.28         81.28       659 
2.000...........................      3           246,608.39     0.06      82,202.80    7.974        60.37         60.37       618 
                                  -----   ------------------   ------                                                              
     Total......................  1,952   $   414,728,573.12   100.00%  $ 212,463.41    6.832%       81.05%        81.05%      650 
                                  =====   ==================   ======                                                              

 CREDIT SCORES OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         CREDIT SCORES            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 500  -  524....................     63   $    10,399,101.40     2.10%  $ 165,065.10     8.520%     73.19%        73.19%     511   
 525  -  549....................     61         9,529,745.22     1.93     156,225.33     7.957      75.37         75.37      536   
 550  -  574....................    123        22,672,131.60     4.58     184,326.27     7.560      79.73         79.73      563   
 575  -  599....................    254        41,557,238.21     8.40     163,611.17     7.124      78.18         80.85      588   
 600  -  624....................    523        85,169,021.11    17.21     162,847.08     7.252      74.98         82.21      612   
 625  -  649....................    524        88,321,071.79    17.85     168,551.66     7.202      75.06         83.37      637   
 650  -  674....................    508        83,877,222.12    16.95     165,112.64     7.228      72.94         83.29      661   
 675  -  699....................    377        66,364,006.54    13.41     176,031.85     7.058      73.66         84.07      686   
 700  -  724....................    223        38,614,764.15     7.80     173,160.38     7.007      72.78         83.50      712   
 725  -  749....................    158        26,130,198.99     5.28     165,381.01     6.952      73.63         83.28      736   
 750  -  774....................     87        16,019,572.00     3.24     184,133.01     7.113      74.33         83.89      761   
 775  -  799....................     30         4,825,910.67     0.98     160,863.69     7.040      74.63         82.94      786   
 800  -  805....................     11         1,288,868.46     0.26     117,169.86     7.021      73.81         85.37      802   
                                  -----   ------------------   ------                                                              
     Total......................  2,942       494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%        82.53%     648   
                                  =====   ==================   ======                                                              

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 DESCRIPTION OF THE GROUP I COLLATERAL

PRODUCT TYPE OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           PRODUCT TYPE           LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
2/28 40/30 BALLOON.............     378   $    90,902,998.22    18.37%  $ 240,484.12     6.722%     80.38%       80.38%      638   
2/28 ARM.......................     915       173,421,084.82    35.05     189,531.24     7.073      81.29        81.29       641   
2/28 ARM (IO)..................     536       123,883,829.74    25.04     231,126.55     6.631      81.28        81.28       668   
3/27 40/30 BALLOON.............      10         2,269,699.95     0.46     226,970.00     6.513      82.06        82.06       644   
3/27 ARM.......................      43         8,315,302.84     1.68     193,379.14     6.848      81.86        81.86       647   
3/27 ARM (IO)..................      23         5,787,626.62     1.17     251,635.94     6.383      80.79        80.79       684   
5/25 40/30 BALLOON.............       9         1,509,752.85     0.31     167,750.32     6.758      76.42        76.42       630   
5/25 ARM.......................      19         4,341,965.26     0.88     228,524.49     6.379      76.36        76.36       681   
5/25 ARM (IO)..................      16         3,697,226.97     0.75     231,076.69     6.291      83.75        83.75       674   
6 Month ARM....................       2           306,758.20     0.06     153,379.10     6.646      79.11        79.11       777   
ARM 40/30 BALLOON..............       1           292,327.65     0.06     292,327.65     7.900      90.00        90.00       619   
FIXED..........................     236        31,499,689.96     6.37     133,473.26     7.645      71.88        77.25       607   
FIXED 30/15 BALLOON............     745        46,606,709.79     9.42      62,559.34    10.322      19.66        99.61       668   
FIXED 40/30 BALLOON............       9         1,933,879.39     0.39     214,875.49     7.391      73.49        73.49       585   
                                  -----   ------------------   ------                                                              
     Total.....................   2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

 INTEREST-ONLY TERMS OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         IO TERMS (MONTHS)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
0..............................   2,367   $   361,400,168.93    73.04%  $ 152,682.79    7.437%       72.19%      82.97%      641   
60.............................     554       129,173,110.26    26.11     233,164.46    6.616        81.37       81.37       669   
120............................      21         4,195,573.07     0.85     199,789.19    6.437        79.77       79.77       653   
                                  -----   ------------------   ------                                                              
     Total.....................   2,942   $   494,768,852.26   100.00%  $ 168,174.32    7.215%       74.65%      82.53%      648   
                                  =====   ==================   ======                                                              

 LIEN TYPE ON THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             LIEN TYPE            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
First Lien......................  2,155   $   446,046,640.42    90.15%  $ 206,982.20     6.876%     80.67%       80.67%      646   
Second Lien.....................    787        48,722,211.84     9.85      61,908.78    10.317      19.63        99.57       668   
                                  -----   ------------------   ------                                                              
     Total......................  2,942   $   494,768,852.26   100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

 SEASONING OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        SEASONING (MONTHS)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1 - 6                             2,934   $  493,237,655.82     99.69%  $ 168,110.99     7.214%     74.65%       82.53%      648   
7- 12                                 8        1,531,196.44      0.31     191,399.56     7.350      76.43        81.19       661   
                                  -----   -----------------    ------                                                              
     Total.....................   2,942   $  494,768,852.26    100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   =================    ======                                                              

II-24 

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121st Page of 315
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 DESCRIPTION OF THE GROUP I COLLATERAL

 PREPAYMENT FLAG ON THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          PREPAYMENT FLAG         LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
No.............................   1,008   $  151,049,521.43    30.53%   $ 149,850.72    7.592%      71.66%       83.56%      653   
Yes............................   1,934      343,719,330.83    69.47      177,724.58    7.049       75.97        82.07       647   
                                  -----   -----------------   ------                                                               
     Total.....................   2,942   $  494,768,852.26   100.00%   $ 168,174.32    7.215%      74.65%       82.53%      648   
                                  =====   =================   ======                                                               

PREPAYMENT TERMS OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        PREPAYMENT PENALTY        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
0 - 0..........................   1,008   $  151,049,521.43     30.53%  $ 149,850.72     7.592%     71.66%       83.56%      653   
1 - 12.........................     128       28,077,289.50      5.67     219,353.82     6.965      76.91        79.59       649   
13 - 24........................   1,600      284,432,008.61     57.49     177,770.01     7.042      76.04        82.62       648   
25 - 36........................     206       31,210,032.72      6.31     151,505.01     7.181      74.47        79.33       632   
                                  -----   -----------------    ------                                                              
     Total.....................   2,942   $  494,768,852.26    100.00%  $ 168,174.32     7.215%     74.65%       82.53%      648   
                                  =====   =================    ======                                                              

DEBT-TO INCOME RATIO OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        DEBT-TO-INCOME (%)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
0.00   - 25.00.................     199   $    32,776,921.04     6.62%  $ 164,708.15    7.217%      79.98%       82.79%      654   
25.01  - 30.00.................     181        26,592,079.17     5.37     146,917.56    7.247       76.53        82.70       647   
30.01  - 35.00.................     290        45,548,139.15     9.21     157,062.55    7.128       75.48        81.41       647   
35.01  - 40.00.................     516        86,333,657.33    17.45     167,313.29    7.143       74.72        82.14       654   
40.01  - 45.00.................     731       128,611,045.94    25.99     175,938.50    7.246       73.92        82.68       651   
45.01  - 50.00.................     853       143,995,839.46    29.10     168,811.07    7.293       73.45        83.04       644   
50.01  - 55.00.................     158        28,031,784.99     5.67     177,416.36    7.046       74.59        81.97       635   
55.01  - 58.60.................      14         2,879,385.18     0.58     205,670.37    6.729       75.58        79.98       640   
                                  -----   ------------------   ------                                                              
     Total.....................   2,942   $   494,768,852.26   100.00%  $ 168,174.32    7.215%      74.65%       82.53%      648   
                                  =====   ==================   ======                                                              

 ORIGINATORS OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            ORIGINATOR            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Accredited......................     86   $   19,247,339.32      3.89%  $ 223,806.27    7.266%      79.84%       79.84%      652   
First Horizon...................    171       30,115,393.54      6.09     176,113.41    7.673       81.92        81.92       646   
IMPAC...........................     59       11,650,402.20      2.35     197,464.44    7.266       79.90        80.15       626   
Mortgage IT.....................    130       23,265,855.43      4.70     178,968.12    7.248       80.70        82.31       639   
WMC.............................  2,496      410,489,861.77     82.97     164,459.08    7.175       73.39        82.78       650   
                                  -----   -----------------    ------                                                              
     Total......................  2,942   $  494,768,852.26    100.00%  $ 168,174.32    7.215%      74.65%       82.53%      648   
                                  =====   =================    ======                                                              

II-25 

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 DESCRIPTION OF THE GROUP I COLLATERAL

 SERVICERS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             SERVICER             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Chase...........................    347   $   65,370,478.66    13.21%   $ 188,387.55    7.478%      81.26%       81.51%      647   
Countrywide.....................  2,592      428,749,800.05    86.66      165,412.73    7.176       73.64        82.69       649   
HomeEQ..........................      3          648,573.55     0.13      216,191.18    6.386       78.79        78.79       617   
                                  -----   -----------------   ------                                                               
     Total......................  2,942   $  494,768,852.26   100.00%   $ 168,174.32    7.215%      74.65%       82.53%      648   
                                  =====   =================   ======                                                               

II-26 

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DESCRIPTION OF THE GROUP II COLLATERAL

PRINCIPAL BALANCES OF THE GROUP II MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            RANGE ($)             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
    12,508.00 -    25,000.00...     218   $     4,343,228.72     0.44%  $    19,923.07  0.227%      20.45%       99.54%      634   
    25,000.01 -    50,000.00...     591        22,369,770.86     2.26        37,850.71  9.876       29.20        95.15       638   
    50,000.01 -    75,000.00...     593        36,955,064.44     3.73        62,318.83  9.051       49.18        91.33       639   
    75,000.01 -   100,000.00...     483        42,398,170.20     4.28        87,780.89  8.483       57.43        87.81       633   
   100,000.01 -   125,000.00...     444        49,636,799.75     5.01       111,794.59  7.993       65.88        84.88       630   
   125,000.01 -   150,000.00...     390        53,642,603.43     5.42       137,545.14  7.513       72.77        81.71       631   
   150,000.01 -   175,000.00...     256        41,682,628.66     4.21       162,822.77  7.335       74.48        80.65       628   
   175,000.01 -   200,000.00...     236        44,563,018.94     4.50       188,826.35  7.490       74.28        81.45       623   
   200,000.01 -   225,000.00...     162        34,451,647.65     3.48       212,664.49  7.170       77.82        78.73       623   
   225,000.01 -   250,000.00...     169        40,304,024.42     4.07       238,485.35  6.992       78.49        78.49       624   
   250,000.01 -   275,000.00...     127        33,261,538.18     3.36       261,901.88  7.023       80.31        80.87       617   
   275,000.01 -   300,000.00...     149        42,812,885.17     4.33       287,334.80  7.083       79.38        79.38       630   
   300,000.01 -   359,650.00...     206        67,305,580.00     6.80       326,726.12  6.935       80.16        80.16       633   
   359,650.01 -   500,000.00...     709       295,509,251.93    29.86       416,797.25  6.678       81.22        81.22       653   
   500,000.01 - 1,000,000.00...     295       178,128,864.85    18.00       603,826.66  6.661       80.89        80.89       656   
 1,000,000.01 - 1,300,000.00...       2         2,417,869.07     0.24     1,208,934.54  5.820       76.59        76.59       752   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $   196,775.93  7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

--------------------                                                            
(1) Based on Original Principal Balance.                                        

PRINCIPAL BALANCES OF THE GROUP II MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            RANGE ($)             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
    12,496.88 -    25,000.00...     219   $     4,359,873.18     0.44%  $   19,908.10   10.219%     20.43%       99.52%       634  
    25,000.01 -    50,000.00...     595        22,551,947.93     2.28       37,902.43    9.876      29.26        95.15        638  
    50,000.01 -    75,000.00...     590        36,847,859.81     3.72       62,454.00    9.040      49.31        91.29        639  
    75,000.01 -   100,000.00...     482        42,323,197.76     4.28       87,807.46    8.487      57.39        87.83        633  
   100,000.01 -   125,000.00...     443        49,620,155.29     5.01      112,009.38    7.993      65.90        84.88        630  
   125,000.01 -   150,000.00...     390        53,642,603.43     5.42      137,545.14    7.513      72.77        81.71        631  
   150,000.01 -   175,000.00...     259        42,207,121.32     4.26      162,961.86    7.322      74.57        80.66        628  
   175,000.01 -   200,000.00...     234        44,238,142.59     4.47      189,051.89    7.502      74.27        81.49        623  
   200,000.01 -   225,000.00...     162        34,476,876.87     3.48      212,820.23    7.189      77.80        78.71        622  
   225,000.01 -   250,000.00...     168        40,079,178.89     4.05      238,566.54    6.976      78.46        78.46        624  
   250,000.01 -   275,000.00...     129        33,810,763.15     3.42      262,098.94    7.027      80.55        81.10        618  
   275,000.01 -   300,000.00...     147        42,263,660.20     4.27      287,507.89    7.081      79.18        79.18        630  
   300,000.01 -   359,650.00...     229        75,562,988.03     7.63      329,969.38    6.918      80.13        80.13        635  
   359,650.01 -   500,000.00...     687       287,751,490.00    29.07      418,852.24    6.675      81.27        81.27        653  
   500,000.01 - 1,000,000.00...     294       177,629,218.75    17.95      604,181.02    6.661      80.87        80.87        656  
 1,000,000.01 - 1,300,000.00...       2         2,417,869.07     0.24    1,208,934.54    5.820      76.59        76.59        752  
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $  196,775.93    7.179%     75.26%       82.04%       641  
                                  =====   ==================   ======                                                              

II-27 

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DESCRIPTION OF THE GROUP II COLLATERAL

MORTGAGE RATES OF THE GROUP II MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         MORTGAGE RATE (%)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  4.250 -  4.499................      1   $       397,896.93     0.04%  $ 397,896.93     4.250%      80.00%      80.00%      740   
  5.000 -  5.499................     59        22,071,014.00     2.23     374,084.98     5.349       77.04       77.04       693   
  5.500 -  5.999................    416       142,953,050.56    14.44     343,637.14     5.808       78.12       78.12       671   
  6.000 -  6.499................    507       148,159,574.99    14.97     292,227.96     6.249       78.99       78.99       656   
  6.500 -  6.999................    838       235,715,903.09    23.81     281,283.89     6.745       80.43       80.43       646   
  7.000 -  7.499................    502       115,334,583.90    11.65     229,750.17     7.272       80.76       80.81       625   
  7.500 -  7.999................    664       140,895,954.09    14.24     212,192.70     7.731       81.53       82.12       618   
  8.000 -  8.499................    297        47,697,841.17     4.82     160,598.79     8.239       76.64       84.74       621   
  8.500 -  8.999................    377        44,765,805.33     4.52     118,742.19     8.726       69.93       87.56       611   
  9.000 -  9.499................    152        17,345,508.26     1.75     114,115.19     9.204       65.70       88.32       611   
  9.500 -  9.999................    521        33,850,772.31     3.42      64,972.69     9.772       34.66       96.65       640   
 10.000 - 10.499................    167        10,516,621.33     1.06      62,973.78    10.218       34.26       96.84       628   
 10.500 - 10.999................    375        23,102,238.56     2.33      61,605.97    10.765       22.34       99.06       632   
 11.000 - 11.499................     90         3,452,957.34     0.35      38,366.19    11.202       19.95       99.01       609   
 11.500 - 11.999................     44         2,280,238.57     0.23      51,823.60    11.763       20.95       95.78       623   
 12.000 - 12.499................      5           279,865.73     0.03      55,973.15    12.229       20.00      100.00       648   
 12.500 - 12.999................     13           831,402.70     0.08      63,954.05    12.607       29.1        94.44       614   
 13.000 - 13.499................      1            89,760.95     0.01      89,760.95    13.000       20.00      100.00       647   
 13.500 - 13.599................      1            41,956.46     0.00      41,956.46    13.599       70.00       70.00       519   
                                  -----   ------------------   ------                                                              
     Total......................  5,030   $   989,782,946.27   100.00%  $ 196,775.93     7.179%      75.26%      82.04%      641   
                                  =====   ==================   ======                                                              

ORIGINAL TERMS TO STATED MATURITY OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
     ORIGINAL TERM (MONTHS)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
120............................       5   $       261,813.85     0.03%  $  52,362.77    6.650%      76.51%       76.51%      662   
180............................   1,457        90,270,710.25     9.12      61,956.56    9.753       23.13        97.17       658   
240............................      19         2,569,322.05     0.26     135,227.48    6.761       58.04        69.49       690   
300............................       1            80,188.13     0.01      80,188.13    6.750       89.83        89.83       659   
360............................   3,548       896,600,911.99    90.59     252,706.01    6.921       80.55        80.55       640   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

 REMAINING TERMS TO STATED MATURITY OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      REMAINING TERM (MONTHS)     LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 115  -  120...................       5   $       261,813.85     0.03%  $  52,362.77    6.650%      76.51%       76.51%      662   
 121  -  180...................   1,457        90,270,710.25     9.12      61,956.56    9.753       23.13        97.17       658   
 181  -  240...................      19         2,569,322.05     0.26     135,227.48    6.761       58.04        69.49       690   
 241  -  300...................       1            80,188.13     0.01      80,188.13    6.750       89.83        89.83       659   
 301  -  359...................   3,548       896,600,911.99    90.59     252,706.01    6.921       80.55        80.55       640   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

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DESCRIPTION OF THE GROUP II COLLATERAL

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
           COMBINED              MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    LOAN-TO-VALUE RATIO (%)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 9.00 -  25.00.................       4   $       186,471.52     0.02%  $  46,617.88     8.473%     19.01%       19.01%      566   
25.01 -  30.00.................       4           384,503.39     0.04      96,125.85     6.687      28.79        28.79       623   
30.01 -  35.00.................       8           883,867.66     0.09     110,483.46     6.669      32.85        32.85       605   
35.01 -  40.00.................      15         1,830,820.78     0.18     122,054.72     6.672      38.20        38.20       616   
40.01 -  45.00.................      18         4,099,721.53     0.41     227,762.31     6.665      41.59        41.59       628   
45.01 -  50.00.................      31         6,536,991.38     0.66     210,870.69     6.792      48.19        48.19       606   
50.01 -  55.00.................      33         6,109,945.23     0.62     185,149.86     6.661      52.81        52.81       650   
55.01 -  60.00.................      56        11,854,470.69     1.20     211,686.98     6.77       58.14        58.14       610   
60.01 -  65.00.................      85        21,318,970.89     2.15     250,811.42     6.712      63.23        63.23       613   
65.01 -  70.00.................     132        31,146,038.63     3.15     235,954.84     6.887      68.45        68.56       610   
70.01 -  75.00.................     208        52,265,819.35     5.28     251,277.98     6.965      73.41        73.41       599   
75.01 -  80.00.................     434       113,243,810.28    11.44     260,930.44     6.900      79.11        79.19       625   
80.01 -  85.00.................     313        77,922,864.36     7.87     248,954.84     7.085      83.9         84.13       620   
85.01 -  90.00.................     546       142,262,176.48    14.37     260,553.44     7.252      87.72        88.46       633   
90.01 -  95.00.................     411        93,289,753.41     9.43     226,982.37     7.346      86.00        89.54       645   
95.01 - 100.00.................   2,732       426,446,720.69    43.08     156,093.24     7.312      69.32        83.97       662   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93     7.179%     75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

 ORIGINAL ADJUSTED LOAN-TO-VALUE RATIOS OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
       ORIGINAL ADJUSTED         MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    LOAN-TO-VALUE RATIO (%)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  9.04 -  25.00................       5   $       216,960.93     0.02%  $  43,392.19     8.793%     19.14%       19.14%      574   
 25.01 -  30.00................       4           384,503.39     0.04      96,125.85     6.687      28.79        28.79       623   
 30.01 -  35.00................       8           883,867.66     0.09     110,483.46     6.669      32.85        32.85       605   
 35.01 -  40.00................      17         2,722,921.66     0.28     160,171.86     6.338      38.70        38.70       655   
 40.01 -  45.00................      18         3,467,769.97     0.35     192,653.89     6.908      42.11        42.11       604   
 45.01 -  50.00................      31         6,536,991.38     0.66     210,870.69     6.792      48.19        48.19       606   
 50.01 -  55.00................      34         6,216,821.60     0.63     182,847.69     6.671      52.83        52.83       649   
 55.01 -  60.00................      56        12,284,547.93     1.24     219,366.93     6.709      58.18        58.18       616   
 60.01 -  65.00................      85        21,318,970.89     2.15     250,811.42     6.712      63.23        63.23       613   
 65.01 -  70.00................     148        34,760,831.18     3.51     234,870.48     6.877      68.39        68.49       614   
 70.01 -  75.00................     243        64,596,888.95     6.53     265,830.82     6.958      73.62        73.62       611   
 75.01 -  80.00................   1,826       475,658,042.99    48.06     260,491.81     6.715      79.76        79.78       654   
 80.01 -  85.00................     335        79,622,820.88     8.04     237,680.06     7.122      84.34        84.38       617   
 85.01 -  90.00................     526       131,166,527.22    13.25     249,366.02     7.322      88.72        89.62       632   
 90.01 -  95.00................     311        62,815,815.50     6.35     201,980.11     7.654      89.44        94.54       640   
 95.01 - 100.00................   1,367        85,939,156.26     8.68      62,866.98     9.766      28.12        99.90       657   
100.01 - 100.04................      16         1,189,507.88     0.12      74,344.24    10.199      24.56       100.00       660   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93     7.179%     75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

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DESCRIPTION OF THE GROUP II COLLATERAL

ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
              ORIGINAL           MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
    LOAN-TO-VALUE RATIO (%)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
   7.14 -  25.00...............   1,400   $    83,189,204.77     8.40%  $  59,420.86    9.951%      19.79%       99.23%      658   
  25.01 -  30.00...............      17         1,555,629.27     0.16      91,507.60    9.938       28.32        81.44       636   
  30.01 -  35.00...............      15         1,203,321.50     0.12      80,221.43    7.689       32.81        50.67       610   
  35.01 -  40.00...............      17         2,722,921.66     0.28     160,171.86    6.338       38.70        38.70       655   
  40.01 -  45.00...............      18         3,467,769.97     0.35     192,653.89    6.908       42.11        42.11       604   
  45.01 -  50.00...............      31         6,536,991.38     0.66     210,870.69    6.792       48.19        48.19       606   
  50.01 -  55.00...............      34         6,216,821.60     0.63     182,847.69    6.671       52.83        52.83       649   
  55.01 -  60.00...............      56        12,284,547.93     1.24     219,366.93    6.709       58.18        58.18       616   
  60.01 -  65.00...............      85        21,318,970.89     2.15     250,811.42    6.712       63.23        63.23       613   
  65.01 -  70.00...............     147        34,695,881.62     3.51     236,026.41    6.866       68.49        68.49       614   
  70.01 -  75.00...............     243        64,596,888.95     6.53     265,830.82    6.958       73.62        73.62       611   
  75.01 -  80.00...............   1,825       475,508,357.64    48.04     260,552.52    6.714       79.78        79.78       654   
  80.01 -  85.00...............     334        79,575,971.63     8.04     238,251.41    7.119       84.38        84.38       617   
  85.01 -  90.00...............     497       129,640,699.46    13.10     260,846.48    7.288       89.62        89.62       631   
  90.01 -  95.00...............     244        58,702,945.18     5.93     240,585.84    7.460       94.53        94.53       640   
  95.01 - 100.00...............      67         8,566,022.82     0.87     127,851.09    8.210       99.28        99.28       651   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

OCCUPANCY STATUS OF THE GROUP II MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         OCCUPANCY STATUS         LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Investor.......................     199   $    40,007,259.73     4.04%  $ 201,041.51    7.623%       82.44%      82.60%      668   
Owner Occupied.................   4,744       934,021,898.19    94.37     196,884.89    7.159        74.93       81.98       639   
Second Home....................      87        15,753,788.35     1.59     181,078.03    7.190        76.38       83.97       687   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%       75.26%      82.04%      641   
                                  =====   ==================   ======                                                              

-------------------                                                             
(1) The occupancy status of a Mortgaged Property is as represented by the       
mortgagor in its loan application.                                      

 PROPERTY TYPES OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           PROPERTY TYPE          LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Single Family..................   3,774   $   721,826,417.78    72.93%  $ 191,262.96    7.178%      75.47%       81.90%      639   
PUD............................     598       131,103,404.08    13.25     219,236.46    7.217       74.88        83.00       645   
Condominium....................     409        70,822,964.32     7.16     173,161.28    7.040       73.16        82.79       656   
2-4 Family.....................     245        65,647,354.74     6.63     267,948.39    7.250       75.90        80.88       649   
Townhouse......................       4           382,805.35     0.04      95,701.34    7.748       83.38        83.38       639   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

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DESCRIPTION OF THE GROUP II COLLATERAL

 PURPOSES OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          LOAN PURPOSE            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Cash Out.......................   2,138   $   497,297,052.09    50.24%  $ 232,599.18    7.027%      77.58%       80.22%      625   
Construction...................       1           617,288.41     0.06     617,288.41    5.700       93.95        93.95       644   
Purchase.......................   2,715       456,448,195.68    46.12     168,120.88    7.357       72.45        84.02       661   
Refinance......................     176        35,420,410.09     3.58     201,252.33    7.034       78.58        82.00       622   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

 DOCUMENTATION TYPES OF THE GROUP II MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
       DOCUMENTATION TYPE         LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Full-Full-Verified..............  2,371   $   386,862,925.62    39.09%  $ 163,164.46    7.149%      75.34%        83.25%     629   
Full-Limited-Verified...........    265        38,466,816.58     3.89     145,157.80    7.126       73.50         82.59      628   
Limited-Full-Verified...........    100        22,041,592.96     2.23     220,415.93    6.943       74.83         82.39      637   
Limited-Limited-Verified........     55        10,958,564.40     1.11     199,246.63    7.428       74.01         85.36      658   
None-Full-None..................      3           290,198.83     0.03      96,732.94    8.589       90.63         90.63      635   
None-Full-Verified..............    669       156,526,461.83    15.81     233,970.79    7.435       72.46         82.79      675   
None-None-None..................      5           743,199.01     0.08     148,639.80    8.243       88.55         88.55      696   
None-None-Verified..............      2           171,718.22     0.02      85,859.11    8.645       88.92         88.92      650   
None-Stated-Verified............      3         1,235,819.86     0.12     411,939.95    7.830       90.00         90.00      702   
Reduced-Full-Verified...........    498       120,144,577.71    12.14     241,254.17    6.871       76.07         83.37      646   
Stated-Full-Verified............    579       160,029,615.56    16.17     276,389.66    6.969       76.03         77.27      632   
Stated-Limited-Verified.........    209        35,850,413.83     3.62     171,533.08    7.753       74.89         83.66      648   
Stated-None-Verified............    265        55,339,173.42     5.59     208,827.07    7.607       79.81         79.81      651   
Stated-Stated-Verified..........      6         1,121,868.44     0.11     186,978.07    7.055       79.86         83.84      653   
                                  -----   ------------------   ------                                                              
     Total......................  5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%        82.04%     641   
                                  =====   ==================   ======                                                              

-------------------                                                             
(1) For a description of the loan programs, see "The Originator--Underwriting   
Standards" in this prospectus supplement.                               

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DESCRIPTION OF THE GROUP II COLLATERAL

GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES OF THE
GROUP II MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             LOCATION             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
California.....................   1,721   $   490,267,375.41     49.53% $ 284,873.55    6.924%       74.05%      81.21%      649   
New York.......................     214        55,818,843.89      5.64    260,835.72    7.088        75.76       81.08       651   
Florida........................     365        50,519,726.86      5.10    138,410.21    7.509        74.27       82.16       641   
Maryland.......................     236        46,950,952.20      4.74    198,944.71    7.237        77.00       82.85       640   
Virginia.......................     163        34,155,330.59      3.45    209,541.91    7.372        75.96       82.54       636   
New Jersey.....................     126        31,779,080.49      3.21    252,214.92    7.274        75.86       79.95       624   
Texas..........................     336        31,435,694.62      3.18     93,558.61    7.703        75.68       82.99       625   
Illinois.......................     162        22,750,730.77      2.3     140,436.61    7.370        77.06       83.91       633   
Washington.....................     161        22,230,570.05      2.25    138,078.07    7.399        74.00       84.98       626   
Nevada.........................     103        20,684,885.02      2.09    200,824.13    7.241        74.3        82.92       651   
Arizona........................     119        18,693,887.67      1.89    157,091.49    7.587        74.31       82.52       620   
Massachusetts..................      70        17,280,313.00      1.75    246,861.61    6.969        76.34       82.17       646   
Pennsylvania...................     104        12,597,880.88      1.27    121,133.47    7.707        80.58       83.87       611   
Connecticut....................      61        10,900,624.05      1.10    178,698.75    7.158        77.22       81.77       626   
Georgia........................      78        10,840,326.57      1.10    138,978.55    7.839        78.65       82.22       632   
Colorado.......................      67        10,617,551.23      1.07    158,470.91    7.224        79.33       85.18       646   
Michigan.......................      68         7,539,926.63      0.76    110,881.27    7.758        80.95       85.84       616   
Missouri.......................      85         6,984,654.98      0.71     82,172.41    8.083        77.65       85.56       622   
Tennessee......................      68         6,937,536.99      0.70    102,022.60    8.052        83.58       86.34       613   
Rhode Island...................      30         5,916,300.60      0.60    197,210.02    7.317        75.17       78.39       617   
Louisiana......................      75         5,893,681.61      0.60     78,582.42    7.795        74.95       83.95       604   
North Carolina.................      57         5,662,401.86      0.57     99,340.38    7.666        74.00       83.44       636   
Oregon.........................      42         5,600,206.27      0.57    133,338.24    7.376        78.62       85.53       641   
District of Columbia...........      24         5,254,757.71      0.53    218,948.24    7.622        70.35       78.00       622   
Ohio...........................      53         5,178,915.51      0.52     97,715.39    7.601        78.36       84.04       632   
Idaho..........................      44         5,102,156.76      0.52    115,958.11    7.849        81.46       85.78       627   
Kansas.........................      35         4,312,001.11      0.44    123,200.03    7.452        81.10       84.85       645   
New Hampshire..................      28         3,582,935.82      0.36    127,961.99    7.137        77.84       85.07       615   
Mississippi....................      44         3,282,596.04      0.33     74,604.46    8.217        79.80       85.53       603   
Wisconsin......................      36         3,159,165.28      0.32     87,754.59    7.935        71.75       84.57       630   
Minnesota......................      16         3,149,940.42      0.32    196,871.28    7.427        83.64       90.79       644   
New Mexico.....................      25         2,799,078.79      0.28    111,963.15    7.589        82.38       87.09       638   
Alabama........................      26         2,467,794.55      0.25     94,915.18    8.272        79.90       83.38       631   
Oklahoma.......................      31         2,273,252.53      0.23     73,330.73    7.982        77.89       85.77       623   
Utah...........................      16         2,249,305.83      0.23    140,581.61    7.453        83.30       85.11       632   
South Carolina.................      17         1,832,910.93      0.19    107,818.29    7.519        79.00       83.97       664   
Delaware.......................      15         1,827,274.80      0.18    121,818.32    8.039        74.92       85.50       632   
Arkansas.......................      14         1,710,583.56      0.17    122,184.54    7.772        90.62       90.62       655   
Indiana........................      14         1,577,028.85      0.16    112,644.92    7.866        78.18       81.10       582   
Maine..........................      14         1,538,169.47      0.16    109,869.25    7.283        69.39       81.25       626   
Montana........................      13         1,167,178.68      0.12     89,782.98    7.473        74.07       84.46       632   
Kentucky.......................      13         1,110,444.41      0.11     85,418.80    8.289        81.55       83.43       588   
West Virginia..................       8         1,061,513.48      0.11    132,689.19    8.024        81.04       86.38       604   
Nebraska.......................      17           974,498.72      0.10     57,323.45    8.519        74.62       86.30       620   
Vermont........................       3           942,232.40      0.10    314,077.47    6.526        78.63       78.63       706   
Iowa...........................       8           837,795.05      0.08    104,724.38    8.186        81.75       83.59       602   
Alaska.........................       1           186,683.41      0.02    186,683.41    6.750        75.00.      75.00       640   
Wyoming........................       3            86,600.98      0.01     28,866.99    8.564        54.56       86.6        590   
South Dakota...................       1            59,648.94      0.01     59,648.94    6.990        93.75       93.75       648   
                                  -----   ------------------    ------                                                             
     Total.....................   5,030   $   989,782,946.27    100.00% $ 196,775.93    7.179%       75.26%      82.04%      641   
                                  =====   ==================    ======                                                             

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DESCRIPTION OF THE GROUP II COLLATERAL

GROSS MARGINS OF THE ADJUSTABLE-RATE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          GROSS MARGIN (%)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  1.000 -  1.500...............       1   $       224,791.25     0.03%  $ 224,791.25     6.300%     69.23%       69.23%      602   
  1.501 -  2.000...............      12         1,926,991.23     0.24     160,582.60     7.443      84.42        84.42       606   
  2.501 -  3.000...............       3         1,294,868.13     0.16     431,622.71     6.673      84.89        84.89       661   
  3.001 -  3.500...............       1           111,591.69     0.01     111,591.69     6.500      80.00        80.00       728   
  3.501 -  4.000...............       4           699,187.53     0.09     174,796.88     7.094      91.32        91.32       663   
  4.001 -  4.500...............      92        18,726,057.08     2.35     203,544.10     6.825      81.25        81.25       641   
  4.501 -  5.000...............      69        21,800,977.17     2.74     315,956.19     5.926      79.16        79.16       662   
  5.001 -  5.500...............     302        93,814,464.02    11.79     310,643.92     6.189      78.24        78.24       665   
  5.501 -  6.000...............     822       216,336,798.88    27.19     263,183.45     6.724      79.73        79.73       644   
  6.001 -  6.500...............     673       186,508,451.92    23.44     277,129.94     6.868      80.30        80.30       638   
  6.501 -  7.000...............     554       136,161,194.52    17.12     245,778.33     7.275      82.47        82.47       624   
  7.001 -  7.500...............     279        67,961,222.90     8.54     243,588.61     7.564      83.17        83.17       615   
  7.501 -  8.000...............     220        43,280,180.62     5.44     196,728.09     8.008      84.79        84.79       620   
  8.001 -  8.500...............      17         3,739,641.34     0.47     219,978.90     8.408      86.33        86.33       592   
  8.501 -  9.000...............      12         2,273,524.62     0.29     189,460.39     8.714      89.07        89.07       587   
  9.001 -  9.500...............       6           650,916.45     0.08     108,486.08     9.818      83.47        83.47       549   
 12.001 - 12.099...............       1            41,956.46     0.01      41,956.46    13.599      70.00        70.00       519   
                                  -----   ------------------   ------                                                              
     Total.....................   3,068   $   795,552,815.81   100.00%  $ 259,306.65     6.930%     80.83%       80.83%      638   
                                  =====   ==================   ======                                                              

 NEXT ADJUSTMENT DATES FOR THE ADJUSTABLE-RATE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      NEXT ADJUSTMENT DATE        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
July 2005 - December 2005......       5   $     1,551,301.09     0.19%  $ 310,260.22    6.980%      85.16%       85.16%      637   
January 2006 - June 2006.......       3           747,194.04     0.09     249,064.68    7.231       84.36        84.36       643   
July 2006 - December 2006......      11         2,037,491.13     0.26     185,226.47    7.491       85.43        85.43       584   
January 2007 - June 2007.......   2,158       538,855,078.23    67.73     249,701.15    7.018       80.97        80.97       635   
July 2007 - December 2007......     542       154,814,086.33    19.46     285,634.85    6.892       80.36        80.36       635   
January 2008 - June 2008.......     117        24,413,793.49     3.07     208,664.90    6.898       81.18        81.18       640   
July 2008 - December 2008......      32        10,822,400.32     1.36     338,200.01    6.541       81.96        81.96       670   
January 2010 - June 2010.......     140        42,882,804.16     5.39     306,305.74    6.289       80.57        80.57       668   
July 2010 - December 2010......      60        19,428,667.02     2.44     323,811.12    6.375       79.37        79.37       659   
                                  -----   ------------------   ------                                                              
     Total.....................   3,068   $   795,552,815.81   100.00%  $ 259,306.65    6.930%      80.83%       80.83%      638   
                                  =====   ==================   ======                                                              

II-33 

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DESCRIPTION OF THE GROUP II COLLATERAL

 MAXIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
   MAXIMUM MORTGAGE RATE (%)      LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 10.750 - 11.000...............       1   $       397,896.93     0.05%  $   397,896.93   4.250%      80.00%       80.00%     740   
 11.001 - 11.500...............      13         2,777,343.16     0.35       213,641.78   5.882       75.85        75.85      664   
 11.501 - 12.000...............     119        40,362,342.01     5.07       339,179.34   5.615       78.11        78.11      676   
 12.001 - 12.500...............     386       131,957,119.67    16.59       341,857.82   5.910       79.12        79.12      666   
 12.501 - 13.000...............     502       149,694,137.69    18.82       298,195.49   6.384       79.70        79.70      653   
 13.001 - 13.500...............     569       160,197,417.77    20.14       281,542.03   6.829       81.10        81.10      639   
 13.501 - 14.000...............     433       109,991,066.61    13.83       254,020.94   7.320       81.59        81.59      622   
 14.001 - 14.500...............     437        99,989,931.97    12.57       228,809.91   7.727       82.03        82.03      616   
 14.501 - 15.000...............     225        43,331,044.26     5.45       192,582.42   8.128       82.81        82.81      616   
 15.001 - 15.500...............     177        29,369,575.99     3.69       165,929.81   8.580       83.69        83.69      595   
 15.501 - 16.000...............      92        14,528,284.89     1.83       157,916.14   9.030       83.92        83.92      571   
 16.001 - 16.500...............      65         8,355,119.33     1.05       128,540.30   9.452       85.66        85.66      591   
 16.501 - 17.000...............      26         2,758,895.99     0.35       106,111.38   9.769       85.87        85.87      565   
 17.001 - 17.500...............      11         1,003,593.83     0.13        91,235.80  10.262       80.09        80.09      555   
 17.501 - 18.000...............       9           647,211.19     0.08        71,912.35  10.757       89.87        89.87      575   
 18.501 - 19.000...............       1            54,949.34     0.01        54,949.34  11.725       44.72        44.72      509   
 19.501 - 20.000...............       1            94,928.72     0.01        94,928.72  12.650      100.00       100.00      619   
 20.501 - 20.599...............       1            41,956.46     0.01        41,956.46  13.599       70.00        70.00      519   
                                  -----   ------------------   ------                                                              
     Total.....................   3,068   $   795,552,815.81   100.00%  $   259,306.65   6.930%      80.83%       80.83%     638   
                                  =====   ==================   ======                                                              

 MINIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
   MINIMUM MORTGAGE RATE (%)      LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  2.000 -  2.500................      3   $       486,667.41     0.06%  $ 162,222.47     8.537%      87.86%       87.86%     595   
  2.501 -  3.000................      1           432,000.00     0.05     432,000.00     6.500       80.00        80.00      635   
  4.001 -  4.500................      1           397,896.93     0.05     397,896.93     4.250       80.00        80.00      740   
  4.501 -  5.000................      9         3,530,401.40     0.44     392,266.82     5.919       78.39        78.39      665   
  5.001 -  5.500................     99        34,432,527.96     4.33     347,803.31     5.488       77.67        77.67      680   
  5.501 -  6.000................    399       132,755,424.90    16.69     332,720.36     5.969       79.23        79.23      666   
  6.001 -  6.500................    482       143,643,916.32    18.06     298,016.42     6.339       79.37        79.37      652   
  6.501 -  7.000................    609       172,620,545.37    21.70     283,449.17     6.807       81.16        81.16      642   
  7.001 -  7.500................    480       118,416,846.28    14.88     246,701.76     7.326       81.52        81.52      623   
  7.501 -  8.000................    470       103,051,744.12    12.95     219,259.03     7.776       81.94        81.94      612   
  8.001 -  8.500................    207        40,498,719.35     5.09     195,645.99     8.283       83.50        83.50      608   
  8.501 -  9.000................    156        26,573,063.20     3.34     170,340.15     8.759       84.29        84.29      587   
  9.001 -  9.500................     73        10,553,042.46     1.33     144,562.23     9.265       85.24        85.24      574   
  9.501 - 10.000................     55         6,002,862.18     0.75     109,142.95     9.769       85.71        85.71      563   
 10.001 - 10.500................     13         1,424,243.73     0.18     109,557.21    10.175       85.17        85.17      569   
 10.501 - 11.000................      8           541,079.68     0.07      67,634.96    10.739       90.82        90.82      577   
 11.501 - 12.000................      1            54,949.34     0.01      54,949.34    11.725       44.72        44.72      509   
 12.501 - 13.000................      1            94,928.72     0.01      94,928.72    12.650      100.00       100.00      619   
 13.501 - 13.599................      1            41,956.46     0.01      41,956.46    13.599       70.00        70.00      519   
                                  -----   ------------------   ------                                                              
     Total......................  3,068   $    795,552,815.81  100.00%  $ 259,306.65     6.930%      80.83%       80.83%     638   
                                  =====   ===================  ======                                                              

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DESCRIPTION OF THE GROUP II COLLATERAL

 INITIAL PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
INITIAL PERIODIC RATE CAPS (%)    LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1.000 - 1.000..................      24   $    5,363,982.31      0.67%  $ 223,499.26     6.929%      81.55%      81.55%      641   
1.001 - 1.500..................     318       69,219,560.04      8.70     217,671.57     7.358       81.51       81.51       630   
1.501 - 2.000..................      23        5,288,480.34      0.66     229,933.93     6.663       82.24       82.24       626   
2.501 - 3.000..................   2,625      687,776,041.31     86.45     262,009.92     6.925       80.76       80.76       637   
4.501 - 5.000..................      77       27,795,151.81      3.49     360,976.00     6.025       80.64       80.64       685   
6.001 - 6.500..................       1          109,600.00      0.01     109,600.00     7.400       80.00       80.00       688   
                                  -----   -----------------    ------                                                              
     Total.....................   3,068   $  795,552,815.81    100.00%  $ 259,306.65     6.930%      80.83%      80.83%      638   
                                  =====   =================    ======                                                              

SUBSEQUENT PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
        SUBSEQUENT PERIODIC      MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           RATE CAPS (%)          LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1.000..........................   2,864   $  755,042,776.22     94.91%  $ 263,632.25    6.891%      80.77%       80.77%      638   
1.500..........................     187       38,057,873.05      4.78     203,518.04    7.622       82.26        82.26       638   
2.000..........................      17        2,452,166.54      0.31     144,245.09    8.102       76.99        76.99       590   
                                  -----   -----------------    ------                                                              
     Total.....................   3,068   $  795,552,815.81    100.00%  $ 259,306.65    6.93%       80.83%       80.83%      638   
                                  =====   =================    ======                                                              

CREDIT SCORES OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
       CREDIT SCORES              LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  0 - 499......................       6   $       436,663.74     0.04%  $  72,777.29    8.301%      70.62%       70.62%      491   
500 - 524......................     151        28,582,653.21     2.89     189,289.09    8.170       77.45        77.59       512   
525 - 549......................     184        32,489,872.88     3.28     176,575.40    7.972       77.70        78.11       537   
550 - 574......................     283        59,930,053.65     6.05     211,766.97    7.701       78.85        79.06       562   
575 - 599......................     629       102,627,513.90    10.37     163,159.80    7.445       76.18        82.23       588   
600 - 624......................     904       160,534,826.84    16.22     177,582.77    7.306       74.53        82.22       613   
625 - 649......................     934       177,215,340.33    17.90     189,738.05    7.144       75.09        82.62       637   
650 - 674......................     750       158,133,304.29    15.98     210,844.41    7.009       75.00        82.56       661   
675 - 699......................     527       113,094,777.87    11.43     214,601.10    6.896       74.18        83.11       686   
700 - 724......................     310        71,014,867.05     7.17     229,080.22    6.748       74.72        82.77       711   
725 - 749......................     186        43,091,907.98     4.35     231,676.92    6.697       72.37        81.98       737   
750 - 774......................     116        30,269,207.92     3.06     260,941.45    6.723       75.14        82.76       762   
775 - 799......................      36         9,705,064.31     0.98     269,585.12    6.874       77.29        83.91       784   
800 - 824......................      14         2,656,892.30     0.27     189,778.02    6.896       77.20        80.97       808   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

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DESCRIPTION OF THE GROUP II COLLATERAL

 PRODUCT TYPE OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                   NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                     OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                  MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           PRODUCT TYPE            LOANS       BALANCE         BALANCE      BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------   -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                   
2/28 40/30 BALLOON ..............   521    $168,556,860.84      17.03%   $323,525.64     6.883%     80.58%       80.58%      626   
2/28 ARM ........................ 1,599     319,553,377.92      32.29     199,845.76     7.348      80.65        80.65       618   
2/28 ARM (IO) ...................   615     214,966,216.52      21.72     349,538.56     6.534      81.39        81.39       666   
3/27 40/30 BALLOON ..............    13       4,813,387.35       0.49     370,260.57     6.293      80.34        80.34       677   
3/27 ARM ........................   103      20,117,015.75       2.03     195,310.83     7.113      80.97        80.97       630   
3/27 ARM (IO) ...................    37      11,129,538.20       1.12     300,798.33     6.409      82.37        82.37       667   
5/25 40/30 BALLOON ..............    33       9,964,196.12       1.01     301,945.34     6.454      79.24        79.24       681   
5/25 ARM ........................    49      12,451,078.40       1.26     254,103.64     6.602      79.88        79.88       639   
5/25 ARM (IO) ...................    91      31,842,425.98       3.22     349,916.77     6.086      80.31        80.31       682   
6 Month ARM .....................     6       1,745,118.73       0.18     290,853.12     7.133      84.16        84.16       643   
6 Month ARM (IO) ................     1         413,600.00       0.04     413,600.00     6.375      88.00        88.00       639   
FIXED ...........................   515      95,465,390.69       9.65     185,369.69     6.889      76.40        77.22       655   
FIXED (IO) ......................     7       2,027,063.71        0.2     289,580.53     6.543      77.36        77.36       679   
FIXED 30/15 BALLOON ............. 1,396      83,543,521.32       8.44      59,844.93     9.974      20.00        99.42       658   
FIXED 40/30 BALLOON .............    44      13,194,154.74       1.33     299,867.15     6.683      80.44        80.44       654   
                                  -----    ---------------     ------                                                              
     Total ...................... 5,030    $989,782,946.27     100.00%   $196,775.93     7.179%     75.26%       82.04%      641   
                                  =====    ===============     ======                                                              

INTEREST-ONLY TERMS OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         IO TERMS (MONTHS)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
0..............................   4,279   $  729,404,101.86    73.69%   $ 170,461.35     7.430%      73.11%      82.31%      632   
60.............................     713      248,132,802.54    25.07      348,012.35     6.476       81.29       81.29       668   
120............................      38       12,246,041.87     1.24      322,264.26     6.419       81.13       81.13       666   
                                  -----   -----------------   ------                                                               
     Total.....................   5,030   $  989,782,946.27   100.00%   $ 196,775.93     7.179%      75.26%      82.04%      641   
                                  =====   =================   ======                                                               

LIEN TYPE ON THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED           
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             LIEN TYPE            LOANS       BALANCE         BALANCE      BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
First Lien.....................   3,615   $  905,320,122.71     91.47%  $ 250,434.34   6.918%      80.42%       80.42%      640   
Second Lien....................   1,415       84,462,823.56      8.53      59,691.04   9.971       19.95        99.44       658   
                                  -----   -----------------    ------                                                             
     Total.....................   5,030   $  989,782,946.27    100.00%  $ 196,775.93   7.179%      75.26%       82.04%      641   
                                  =====   =================    ======                                                             

SEASONING OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        SEASONING (MONTHS)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1 - 6..........................   4,960   $   973,686,694.41    98.37%  $ 196,307.80    7.179%      75.17%       82.04%      642   
7 - 12.........................      70        16,096,251.86     1.63     229,946.46    7.155       80.42        82.33       625   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

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DESCRIPTION OF THE GROUP II COLLATERAL

PREPAYMENT FLAG ON THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          PREPAYMENT FLAG         LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
No.............................   1,701   $  301,942,083.47     30.51%  $ 177,508.57    7.502%      73.75%        82.71%     642   
Yes............................   3,329      687,840,862.80     69.49     206,620.87    7.036       75.92         81.75      641   
                                  -----   -----------------    ------                                                              
     Total.....................   5,030   $  989,782,946.27    100.00%  $ 196,775.93    7.179%      75.26%        82.04%     641   
                                  =====   =================    ======                                                              

 PREPAYMENT TERMS OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
   PREPAYMENT TERM (MONTHS)       LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
0 - 0..........................   1,701   $   301,942,083.47    30.51%  $ 177,508.57     7.502%     73.75%       82.71%      642   
1 - 12.........................     173        45,881,191.76     4.64     265,209.20     6.932      76.32        80.08       654   
13 - 24........................   2,596       527,772,786.26    53.32     203,302.31     7.089      75.45        82.31       638   
25 - 36........................     494       104,192,775.18    10.53     210,916.55     6.779      77.78        79.85       656   
37 - 60........................      66         9,994,109.60     1.01     151,425.90     7.398      79.34        79.34       627   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93     7.179%     75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

 DEBT-TO INCOME RATIO OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED           
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        DEBT-TO-INCOME (%)        LOANS       BALANCE         BALANCE      BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
0.00   - 25.00.................     326   $    58,290,290.46     5.89%  $ 178,804.57    7.201%      73.59%       80.61%     650   
25.01  - 30.00.................     280        51,851,252.19     5.24     185,183.04    7.044       75.65        81.27      642   
30.01  - 35.00.................     617       111,571,113.09    11.27     180,828.38    7.131       75.06        81.19      647   
35.01  - 40.00.................     895       174,595,554.90    17.64     195,078.83    7.097       74.86        81.72      646   
40.01  - 45.00.................   1,211       248,229,053.82    25.08     204,978.57    7.167       75.66        82.17      642   
45.01  - 50.00.................   1,314       270,657,312.21    27.35     205,979.69    7.276       75.02        82.43      637   
50.01  - 55.00.................     328        63,386,547.53     6.40     193,251.67    7.247       77.29        83.91      627   
55.01  - 60.00.................      58        11,068,222.07     1.12     190,831.42    6.957       75.64        83.71      635   
60.01  - 62.03.................       1           133,600.00     0.01     133,600.00    5.750       80.00        80.00      688   
                                  -----   ------------------   ------                                                             
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%     641   
                                  =====   ==================   ======                                                             

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DESCRIPTION OF THE GROUP II COLLATERAL

 ORIGINATORS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            ORIGINATOR            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Accredited......................    271   $    51,321,765.03     5.19%  $ 189,379.21    7.509%      81.19%       81.19%      641   
First Horizon...................    306        51,600,396.44     5.21     168,628.75    7.718       81.00        81.00       631   
IMPAC...........................    181        37,039,682.91     3.74     204,639.13    7.354       74.96        81.11       628   
Mortgage IT.....................    529        85,275,794.81     8.62     161,201.88    7.428       74.15        83.39       640   
WMC.............................  3,743       764,545,307.08    77.24     204,260.03    7.084       74.61        82.06       643   
                                  -----   ------------------   ------                                                              
     Total......................  5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

 SERVICERS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             SERVICER             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Chase..........................     776   $   129,256,601.73    13.06%  $ 166,567.79    7.659%      78.90%       81.81%      636   
Countrywide....................   4,174       838,862,069.84    84.75     200,973.18    7.114       74.59        82.09       642   
HomeEQ.........................      80        21,664,274.70     2.19     270,803.43    6.817       79.48        81.49       641   
                                  -----   ------------------   ------                                                              
     Total.....................   5,030   $   989,782,946.27   100.00%  $ 196,775.93    7.179%      75.26%       82.04%      641   
                                  =====   ==================   ======                                                              

II-38 

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 DESCRIPTION OF THE INTEREST-ONLY COLLATERAL

 PRINCIPAL BALANCES OF THE INTEREST-ONLY MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            RANGE ($)             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
    42,000.00 -    50,000.00...       1   $       41,800.97      0.01%  $   41,800.97   6.525%      67.74%       67.74%      583   
    50,000.01 -    75,000.00...      11          703,996.42      0.18       63,999.67   7.352       76.78        76.78       664   
    75,000.01 -   100,000.00...      41        3,712,860.93      0.94       90,557.58   7.129       80.69        80.69       658   
   100,000.01 -   125,000.00...      49        5,651,682.42      1.44      115,340.46   6.890       80.32        80.32       661   
   125,000.01 -   150,000.00...      85       11,808,111.09      3.00      138,918.95   6.868       80.94        80.94       659   
   150,000.01 -   175,000.00...      89       14,407,588.97      3.66      161,883.02   6.705       80.20        80.20       653   
   175,000.01 -   200,000.00...     109       20,568,003.33      5.22      188,697.28   6.687       80.92        80.92       661   
   200,000.01 -   225,000.00...      78       16,540,960.70      4.20      212,063.60   6.713       82.14        82.14       661   
   225,000.01 -   250,000.00...      94       22,388,153.35      5.69      238,171.84   6.596       80.31        80.31       662   
   250,000.01 -   275,000.00...     108       28,325,992.55      7.19      262,277.71   6.548       81.09        81.09       664   
   275,000.01 -   300,000.00...      89       25,686,543.41      6.52      288,612.85   6.579       81.77        81.77       681   
   300,000.01 -   359,650.00...     180       59,150,592.89     15.02      328,614.40   6.548       81.16        81.16       671   
   359,650.01 -   500,000.00...     280      116,665,985.42     29.63      416,664.23   6.382       81.54        81.54       671   
   500,000.01 - 1,000,000.00...     111       66,795,255.29     16.96      601,759.06   6.423       81.74        81.74       667   
 1,000,000.01 - 1,300,000.00...       1        1,300,000.00      0.33    1,300,000.00   5.450       73.65        73.65       724   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

--------------------                                                            
(1) Based on Original Principal Balance.                                        

PRINCIPAL BALANCES OF THE INTEREST-ONLY MORTGAGE LOANS AS OF
THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            RANGE ($)             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
    41,800.97 -    50,000.00...       1   $       41,800.97       0.01% $   41,800.97   6.525%      67.74%        67.74%     583   
    50,000.01 -    75,000.00...      11          703,996.42       0.18      63,999.67   7.352       76.78         76.78      664   
    75,000.01 -   100,000.00...      41        3,712,860.93       0.94      90,557.58   7.129       80.69         80.69      658   
   100,000.01 -   125,000.00...      49        5,651,682.42       1.44     115,340.46   6.890       80.32         80.32      661   
   125,000.01 -   150,000.00...      85       11,808,111.09       3.00     138,918.95   6.868       80.94         80.94      659   
   150,000.01 -   175,000.00...      89       14,407,588.97       3.66     161,883.02   6.705       80.20         80.20      653   
   175,000.01 -   200,000.00...     109       20,568,003.33       5.22     188,697.28   6.687       80.92         80.92      661   
   200,000.01 -   225,000.00...      78       16,540,960.70       4.20     212,063.60   6.713       82.14         82.14      661   
   225,000.01 -   250,000.00...      94       22,388,153.35       5.69     238,171.84   6.596       80.31         80.31      662   
   250,000.01 -   275,000.00...     108       28,325,992.55       7.19     262,277.71   6.548       81.09         81.09      664   
   275,000.01 -   300,000.00...      89       25,686,543.41       6.52     288,612.85   6.579       81.77         81.77      681   
   300,000.01 -   359,650.00...     181       59,508,800.01      15.11     328,777.90   6.545       81.12         81.12      671   
   359,650.01 -   500,000.00...     279      116,307,778.30      29.54     416,873.76   6.384       81.56         81.56      672   
   500,000.01 - 1,000,000.00...     111       66,795,255.29      16.96     601,759.06   6.423       81.74         81.74      667   
 1,000,000.01 - 1,300,000.00...       1        1,300,000.00       0.33   1,300,000.00   5.450       73.65         73.65      724   
                                  -----   -----------------     ------                                                             
     Total.....................   1,326   $  393,747,527.74     100.00% $  296,943.84   6.520%      81.30%        81.30%     668   
                                  =====   =================     ======                                                             

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 DESCRIPTION OF THE INTEREST-ONLY COLLATERAL

MORTGAGE RATES OF THE INTEREST-ONLY MORTGAGE LOANS AS OF
THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         MORTGAGE RATE (%)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  4.990 -  4.999...............       2   $      660,000.00      0.17%  $  330,000.00    4.990%      80.00%      80.00%      680   
  5.000 -  5.499...............      48       17,457,512.56      4.43      363,698.18    5.345       78.40       78.40       699   
  5.500 -  5.999...............     289       97,510,807.15     24.76      337,407.64    5.812       79.80       79.80       677   
  6.000 -  6.499...............     270       81,567,964.24     20.72      302,103.57    6.229       80.58       80.58       667   
  6.500 -  6.999...............     405      114,293,314.18     29.03      282,205.71    6.723       81.86       81.86       668   
  7.000 -  7.499...............     153       43,041,232.43     10.93      281,315.24    7.237       82.82       82.82       653   
  7.500 -  7.999...............      92       24,980,510.63      6.34      271,527.29    7.704       84.49       84.49       648   
  8.000 -  8.499...............      34        6,822,853.86      1.73      200,672.17    8.274       82.66       82.66       654   
  8.500 -  8.999...............      20        4,157,804.06      1.06      207,890.20    8.741       85.20       85.20       649   
  9.000 -  9.499...............       7        1,888,578.40      0.48      269,796.91    9.187       85.45       85.45       663   
  9.500 -  9.999...............       3          687,440.23      0.17      229,146.74    9.610       91.50       91.50       633   
 10.000 - 10.025...............       3          679,510.00      0.17      226,503.33   10.015       89.64       89.64       572   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84    6.520%      81.30%      81.30%      668   
                                  =====   =================    ======                                                              

 ORIGINAL TERMS TO STATED MATURITY OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
       ORIGINAL TERM (MONTHS)     LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
360.............................  1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  -----   -----------------    ------                                                              
     Total......................  1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

REMAINING TERMS TO STATED MATURITY OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                               WEIGHTED           
                                                                                                  WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                   WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE     AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL    PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      REMAINING TERM (MONTHS)     LOANS       BALANCE         BALANCE      BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------  ------------  --------  -----------  -----------  --------
                                                                                                                                  
 348  -  359...................   1,326   $  393,747,527.74    100.00%  $  296,943.84  6.520%      81.30%       81.30%      668   
                                  -----   -----------------    ------                                                             
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84  6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                             

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 COMBINED LOAN-TO-VALUE RATIOS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
            COMBINED             MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
     LOAN-TO-VALUE RATIO (%)      LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  36.88 -  40.00...............       2   $      184,000.00      0.05%  $   92,000.00   5.776%      37.33%       37.33%      636   
  45.01 -  50.00...............       2          435,000.00      0.11      217,500.00   5.478       47.28        47.28       741   
  50.01 -  55.00...............       5          949,499.00      0.24      189,899.80   6.895       52.59        52.59       639   
  55.01 -  60.00...............       6        1,522,690.03      0.39      253,781.67   5.990       57.90        57.90       677   
  60.01 -  65.00...............      12        3,732,610.67      0.95      311,050.89   6.058       63.43        63.43       669   
  65.01 -  70.00...............      13        3,115,346.23      0.79      239,642.02   6.401       68.61        68.61       642   
  70.01 -  75.00...............      33       10,578,815.96      2.69      320,570.18   6.151       73.37        73.37       631   
  75.01 -  80.00...............      95       30,569,525.26      7.76      321,784.48   6.469       79.38        79.38       651   
  80.01 -  85.00...............      58       19,452,677.78      4.94      335,391.00   6.301       83.39        83.39       661   
  85.01 -  90.00...............     154       50,293,432.44     12.77      326,580.73   6.835       88.40        88.40       652   
  90.01 -  95.00...............     111       34,569,167.80      8.78      311,433.94   6.816       88.00        88.00       661   
  95.01 - 100.00...............     835      238,344,762.57     60.53      285,442.83   6.465       80.06        80.06       677   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

 ORIGINAL LOAN-TO-VALUE RATIOS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
              ORIGINAL           MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
     LOAN-TO-VALUE RATIO (%)      LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  36.88 -  40.00...............       2   $      184,000.00      0.05%  $   92,000.00   5.776%       37.33%       37.33%     636   
  40.01 -  45.00...............       1          161,417.00      0.04      161,417.00   6.175        44.63        44.63      684   
  45.01 -  50.00...............       2          435,000.00      0.11      217,500.00   5.478        47.28        47.28      741   
  50.01 -  55.00...............       5          949,499.00      0.24      189,899.80   6.895        52.59        52.59      639   
  55.01 -  60.00...............       6        1,522,690.03      0.39      253,781.67   5.990        57.90        57.90      677   
  60.01 -  65.00...............      12        3,732,610.67      0.95      311,050.89   6.058        63.43        63.43      669   
  65.01 -  70.00...............      16        3,935,094.22      1.00      245,943.39   6.424        68.54        68.54      645   
  70.01 -  75.00...............      38       13,540,065.96      3.44      356,317.53   6.174        73.60        73.60      646   
  75.01 -  80.00...............     971      283,962,864.13     72.12      292,443.73   6.447        79.88        79.88      674   
  80.01 -  85.00...............      63       19,847,021.96      5.04      315,032.09   6.397        84.20        84.20      657   
  85.01 -  90.00...............     139       44,481,972.11     11.30      320,014.19   6.926        89.71        89.71      650   
  90.01 -  95.00...............      68       19,932,292.67      5.06      293,121.95   7.132        94.56        94.56      653   
  95.01 - 100.00...............       3        1,062,999.99      0.27      354,333.33   7.439       100.00       100.00      689   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%       81.30%       81.30%     668   
                                  =====   =================    ======                                                              

 OCCUPANCY STATUS OF THE INTEREST-ONLY MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         OCCUPANCY STATUS         LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Investor.......................      13   $    2,821,989.01      0.72%  $  217,076.08   7.991%      87.77%       87.77%      688   
Owner Occupied.................   1,270      380,992,172.71     96.76      299,993.84   6.512       81.17        81.17       667   
Second Home....................      43        9,933,366.02      2.52      231,008.51   6.406       84.09        84.09       694   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

-------------------                                                             
(1) The occupancy status of a Mortgaged Property is as represented by the       
mortgagor in its loan application.                                      

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PROPERTY TYPES OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           PROPERTY TYPE          LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1 Family.......................     918   $  276,026,330.10     70.10%  $  300,682.28   6.532%      81.10%       81.10%      668   
PUD............................     190       59,820,841.14     15.19      314,846.53   6.579       82.15        82.15       666   
Condominium....................     184       46,569,749.95     11.83      253,096.47   6.291       81.35        81.35       672   
2-4 Family.....................      34       11,330,606.55      2.88      333,253.13   6.875       81.45        81.45       663   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

PURPOSES OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          LOAN PURPOSE            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Cash out........................    462   $  141,541,018.25     35.95%  $  306,365.84   6.510%      82.02%       82.02%      651   
Purchase........................    838      244,349,139.45     62.06      291,586.09   6.530       80.78        80.78       678   
Refinance.......................     26        7,857,370.04      2.00      302,206.54   6.408       84.41        84.41       660   
                                  -----   -----------------    ------                                                              
     Total......................  1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

DOCUMENTATION TYPES OF THE INTEREST-ONLY MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
       DOCUMENTATION TYPE         LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Full-Full-Verified.............     548   $  152,889,262.22     38.83%  $  278,995.00   6.291%      81.53%       81.53%      659   
Full-Limited-Verified..........      72       20,640,740.27      5.24      286,676.95   6.440       81.12        81.12       640   
Limited-Full-Verified..........      32        9,277,989.28      2.36      289,937.17   6.402       82.56        82.56       655   
Limited-Limited-Verified.......      25        7,951,446.20      2.02      318,057.85   6.768       81.47        81.47       656   
None-Full-None.................       1          206,097.00      0.05      206,097.00   7.875       95.00        95.00       624   
None-Full-Verified.............     214       67,258,897.28     17.08      314,293.91   6.655       80.29        80.29       702   
None-None-None.................       9        1,997,499.70      0.51      221,944.41   8.446       83.25        83.25       702   
None-Stated-Verified...........       1          234,000.00      0.06      234,000.00   7.375       90.00        90.00       714   
Reduced-Full-Verified..........     164       56,153,681.62     14.26      342,400.50   6.206       81.58        81.58       664   
Stated-Full-Verified...........      76       26,493,542.02      6.73      348,599.24   6.509       80.82        80.82       674   
Stated-Limited-Verified........      74       20,882,824.27      5.30      282,200.33   7.193       82.39        82.39       654   
Stated-None-Verified...........     109       29,392,547.88      7.46      269,656.40   7.410       80.78        80.78       675   
Stated-Stated-Verified.........       1          369,000.00      0.09      369,000.00   6.990       90.00        90.00       662   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

-------------------                                                             
(1) For a description of the loan programs, see "The Originator--Underwriting   
Standards" in this prospectus supplement.                               

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES OF THE
INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             LOCATION             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
California.....................     686   $  242,806,088.16     61.67%  $  353,944.73   6.343%      80.84%       80.84%      671   
Florida........................     101       22,217,166.01      5.64      219,971.94   6.684       81.61        81.61       676   
Maryland.......................      71       17,867,646.39      4.54      251,656.99   6.643       81.12        81.12       672   
Virginia.......................      41       13,202,006.42      3.35      322,000.16   6.911       80.98        80.98       666   
Washington.....................      56       11,873,667.69      3.02      212,029.78   6.733       81.65        81.65       652   
New York.......................      31       11,376,812.08      2.89      366,993.94   6.651       81.27        81.27       678   
Nevada.........................      40       10,998,258.00      2.79      274,956.45   6.646       82.16        82.16       662   
Arizona........................      43        9,514,415.73      2.42      221,265.48   6.946       82.37        82.37       656   
Massachusetts..................      22        6,645,643.54      1.69      302,074.71   6.541       81.34        81.34       686   
New Jersey.....................      25        6,352,530.16      1.61      254,101.21   7.144       82.90        82.90       656   
Georgia........................      21        4,514,051.06      1.15      214,954.81   7.626       83.32        83.32       652   
Colorado.......................      21        3,873,909.17      0.98      184,471.87   6.901       81.61        81.61       643   
Illinois.......................      20        3,712,977.85      0.94      185,648.89   6.536       83.72        83.72       661   
Texas..........................      16        2,870,088.30      0.73      179,380.52   7.287       82.60        82.60       654   
Oregon.........................      14        2,630,004.00      0.67      187,857.43   6.373       82.90        82.90       663   
Pennsylvania...................      11        2,461,103.96      0.63      223,736.72   7.291       86.45        86.45       644   
Connecticut....................      10        2,456,600.00      0.62      245,660.00   6.582       79.08        79.08       655   
North Carolina.................      16        2,290,333.19      0.58      143,145.82   7.173       84.42        84.42       654   
Kansas.........................       6        1,610,719.13      0.41      268,453.19   6.702       81.87        81.87       657   
Michigan.......................       9        1,538,939.17      0.39      170,993.24   6.750       80.88        80.88       645   
Idaho..........................       8        1,503,649.25      0.38      187,956.16   7.245       85.98        85.98       638   
Minnesota......................       4        1,405,031.68      0.36      351,257.92   6.583       91.90        91.90       683   
Ohio...........................       6        1,288,310.23      0.33      214,718.37   7.300       81.44        81.44       652   
Rhode Island...................       6        1,129,596.61      0.29      188,266.10   6.709       82.71        82.71       699   
Wisconsin......................       6        1,111,552.94      0.28      185,258.82   7.085       81.34        81.34       633   
District of Columbia...........       3          997,819.99      0.25      332,606.66   7.130       82.84        82.84       644   
Mississippi....................       5          911,201.04      0.23      182,240.21   6.867       84.15        84.15       616   
Utah...........................       4          796,425.00      0.20      199,106.25   6.974       82.94        82.94       663   
Tennessee......................       4          669,839.99      0.17      167,460.00   7.136       87.46        87.46       647   
New Mexico.....................       3          659,703.00      0.17      219,901.00   6.600       81.89        81.89       652   
South Carolina.................       3          494,650.00      0.13      164,883.33   6.462       75.23        75.23       634   
Iowa...........................       2          392,520.00      0.10      196,260.00   7.822       80.00        80.00       628   
New Hampshire..................       2          359,370.00      0.09      179,685.00   6.811       82.33        82.33       654   
Missouri.......................       3          281,400.00      0.07       93,800.00   6.827       82.49        82.49       710   
Oklahoma.......................       2          255,350.00      0.06      127,675.00   7.939       91.10        91.10       647   
Indiana........................       1          180,500.00      0.05      180,500.00   6.500       95.00        95.00       650   
Montana........................       1          156,800.00      0.04      156,800.00   6.451       80.00        80.00       757   
Louisiana......................       1          137,600.00      0.03      137,600.00   6.850       80.00        80.00       627   
Maine..........................       1          113,998.00      0.03      113,998.00   6.750       75.00        75.00       585   
Delaware.......................       1           89,250.00      0.02       89,250.00   7.500       85.00        85.00       594   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

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 GROSS MARGINS OF THE ADJUSTABLE-RATE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
          GROSS MARGIN (%)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  2.000 - 2.500................       1   $      212,900.00      0.05%  $  212,900.00   7.250%      85.23%       85.23%      614   
  2.501 - 3.000................       2          864,500.00      0.22      432,250.00   6.635       79.86        79.86       638   
  3.501 - 4.000................       3          748,980.00      0.19      249,660.00   7.110       90.00        90.00       675   
  4.001 - 4.500................      24        6,539,483.18      1.67      272,478.47   6.066       81.08        81.08       686   
  4.501 - 5.000................      43       14,283,000.83      3.65      332,162.81   5.750       79.14        79.14       667   
  5.001 - 5.500................     220       67,965,861.03     17.35      308,935.73   6.036       79.90        79.90       674   
  5.501 - 6.000................     498      148,792,512.38     37.98      298,780.15   6.559       80.60        80.60       665   
  6.001 - 6.500................     278       81,900,083.87     20.91      294,604.62   6.602       81.57        81.57       671   
  6.501 - 7.000................     164       45,837,786.83     11.70      279,498.70   6.893       83.70        83.70       664   
  7.001 - 7.500................      49       15,224,335.49      3.89      310,700.72   7.061       84.47        84.47       659   
  7.501 - 8.000................      30        7,687,165.75      1.96      256,238.86   7.286       86.50        86.50       669   
  8.001 - 8.500................       5        1,153,904.67      0.29      230,780.93   8.212       89.25        89.25       651   
  8.501 - 8.875................       2          509,950.00      0.13      254,975.00   7.484       86.18        86.18       622   
                                  -----   -----------------    ------                                                              
     Total.....................   1,319   $  391,720,464.03    100.00%  $  296,982.91   6.520%      81.32%       81.32%      668   
                                  =====   =================    ======                                                              

NEXT ADJUSTMENT DATES FOR THE INTEREST-ONLY ADJUSTABLE-RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
      NEXT ADJUSTMENT DATE        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
July 2005 - December 2005......       1   $      413,600.00      0.11%  $  413,600.00   6.375%      88.00%        88.00%     639   
July 2006 - December 2006......       4          766,610.00      0.20      191,652.50   7.079       81.68         81.68      620   
January 2007 - June 2007.......     929      274,621,504.23     70.11      295,609.80   6.632       81.50         81.50      666   
July 2007 - December 2007......     202       59,117,932.24     15.09      292,663.03   6.294       80.60         80.60      669   
January 2008 - June 2008.......      40       10,028,726.64      2.56      250,718.17   6.466       81.63         81.63      663   
July 2008 - December 2008......      18        6,009,265.81      1.53      333,848.10   6.255       82.04         82.04      688   
January 2010 - June 2010.......      80       27,271,574.17      6.96      340,894.68   6.156       80.77         80.77      679   
July 2010 - December 2010......      45       13,491,250.94      3.44      299,805.58   6.103       80.97         80.97      679   
                                  -----   -----------------    ------                                                              
     Total.....................   1,319   $  391,720,464.03    100.00%  $  296,982.91   6.520%      81.32%        81.32%     668   
                                  =====   =================    ======                                                              

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 DESCRIPTION OF THE INTEREST-ONLY COLLATERAL

MAXIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
   MAXIMUM MORTGAGE RATE (%)      LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 11.250 - 11.500...............       9   $    2,602,267.97      0.66%  $  289,140.89   5.292%      80.62%       80.62%      695   
 11.501 - 12.000...............      81       28,979,482.78      7.40      357,771.39   5.560       78.42        78.42       684   
 12.001 - 12.500...............     318      104,868,665.28     26.77      329,775.68   5.914       80.01        80.01       674   
 12.501 - 13.000...............     322       96,141,525.48     24.54      298,576.17   6.385       81.04        81.04       668   
 13.001 - 13.500...............     277       76,322,625.02     19.48      275,532.94   6.805       82.46        82.46       665   
 13.501 - 14.000...............     134       39,502,383.56     10.08      294,793.91   7.179       83.59        83.59       664   
 14.001 - 14.500...............      86       23,404,512.02      5.97      272,145.49   7.506       82.57        82.57       648   
 14.501 - 15.000...............      44        9,861,789.14      2.52      224,131.57   7.911       82.93        82.93       650   
 15.001 - 15.500...............      26        4,823,123.68      1.23      185,504.76   8.452       83.61        83.61       656   
 15.501 - 16.000...............      13        2,928,695.73      0.75      225,284.29   8.889       81.57        81.57       651   
 16.001 - 16.500...............       6        1,837,943.14      0.47      306,323.86   9.365       88.06        88.06       638   
 16.501 - 17.000...............       3          447,450.23      0.11      149,150.08   9.813       88.18        88.18       641   
                                  -----   -----------------    ------                                                              
     Total.....................   1,319   $  391,720,464.03    100.00%  $  296,982.91   6.520%      81.32%       81.32%      668   
                                  =====   =================    ======                                                              

MINIMUM MORTGAGE RATES OF THE ADJUSTABLE-RATE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
   MINIMUM MORTGAGE RATE (%)      LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  2.000 -  2.500...............       1   $      212,900.00      0.05%  $  212,900.00    7.250%     85.23%       85.23%      614   
  2.501 -  3.000...............       1          432,000.00      0.11      432,000.00    6.500      80.00        80.00       635   
  4.501 -  5.000...............       7        2,384,013.12      0.61      340,573.30    5.464      80.76        80.76       683   
  5.001 -  5.500...............      75       26,190,173.12      6.69      349,202.31    5.501      78.47        78.47       687   
  5.501 -  6.000...............     309      103,902,493.35     26.52      336,254.02    5.928      80.03        80.03       676   
  6.001 -  6.500...............     321       93,882,989.18     23.97      292,470.37    6.319      80.77        80.77       668   
  6.501 -  7.000...............     322       90,042,012.62     22.99      279,633.58    6.797      82.27        82.27       667   
  7.001 -  7.500...............     145       40,071,244.80     10.23      276,353.41    7.268      82.91        82.91       656   
  7.501 -  8.000...............      76       21,211,859.05      5.42      279,103.41    7.713      84.62        84.62       647   
  8.001 -  8.500...............      33        6,582,871.86      1.68      199,480.97    8.294      82.47        82.47       657   
  8.501 -  9.000...............      16        3,552,378.30      0.91      222,023.64    8.757      84.75        84.75       649   
  9.001 -  9.500...............       8        2,257,178.40      0.58      282,147.30    9.238      87.01        87.01       654   
  9.501 - 10.000...............       4          597,450.23      0.15      149,362.56    9.860      84.87        84.87       610   
 10.001 - 10.025...............       1          400,900.00      0.10      400,900.00   10.025      95.00        95.00       587   
                                  -----   -----------------    ------                                                              
     Total.....................   1,319   $  391,720,464.03    100.00%  $  296,982.91    6.520%     81.32%       81.32%      668   
                                  =====   =================    ======                                                              

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 DESCRIPTION OF THE INTEREST-ONLY COLLATERAL

INITIAL PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
INITIAL PERIODIC RATE CAPS (%)    LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
  1.000 - 1.000................      10   $    1,937,855.62      0.49%  $  193,785.56   6.665%      78.33%       78.33%      651   
  1.001 - 1.500................      66       19,348,763.91      4.94      293,163.09   6.785       81.29        81.29       673   
  1.501 - 2.000................      11        3,213,075.21      0.82      292,097.75   6.288       80.04        80.04       647   
  2.501 - 3.000................   1,138      335,618,790.51     85.68      294,919.85   6.549       81.38        81.38       667   
  4.501 - 5.000................      93       31,492,378.78      8.04      338,627.73   6.057       81.01        81.01       684   
  6.001 - 6.500................       1          109,600.00      0.03      109,600.00   7.400       80.00        80.00       688   
                                  -----   -----------------    ------                                                              
     Total.....................   1,319   $  391,720,464.03    100.00%  $  296,982.91   6.520%      81.32%       81.32%      668   
                                  =====   =================    ======                                                              

SUBSEQUENT PERIODIC RATE CAPS OF THE ADJUSTABLE-RATE
INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
        SUBSEQUENT PERIODIC      MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           RATE CAPS (%)          LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1.000..........................   1,267   $  376,195,306.68     96.04%  $  296,918.16   6.505%      81.35%       81.35%      668   
1.500..........................      51       15,451,207.44      3.94      302,964.85   6.882       80.49        80.49       678   
2.000..........................       1           73,949.91      0.02       73,949.91   6.500       85.00        85.00       653   
                                  -----   -----------------    ------                                                              
     Total.....................   1,319   $  391,720,464.03    100.00%  $  296,982.91   6.520%      81.32%       81.32%      668   
                                  =====   =================    ======                                                              

 CREDIT SCORES OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
       CREDIT SCORES              LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
 508  -  524...................       4   $    1,239,100.00      0.31%  $  309,775.00   7.548%      79.74%       79.74%      514   
 550  -  574...................       5        1,496,798.86      0.38      299,359.77   7.087       85.80        85.80       563   
 575  -  599...................      75       18,730,680.46      4.76      249,742.41   6.877       82.59        82.59       590   
 600  -  624...................     197       54,296,132.29     13.79      275,614.88   6.783       82.01        82.01       613   
 625  -  649...................     255       72,083,487.26     18.31      282,680.34   6.534       81.53        81.53       637   
 650  -  674...................     254       79,610,376.56     20.22      313,426.68   6.521       81.26        81.26       662   
 675  -  699...................     227       70,364,736.53     17.87      309,976.81   6.424       80.90        80.90       687   
 700  -  724...................     140       44,946,384.37     11.42      321,045.60   6.361       80.51        80.51       711   
 725  -  749...................      88       27,254,528.67      6.92      309,710.55   6.248       81.07        81.07       737   
 750  -  774...................      52       15,943,394.57      4.05      306,603.74   6.401       80.37        80.37       761   
 775  -  799...................      22        6,188,308.17      1.57      281,286.74   6.444       82.61        82.61       784   
 800  -  806...................       7        1,593,600.00      0.40      227,657.14   6.238       77.59        77.59       803   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

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 DESCRIPTION OF THE INTEREST-ONLY COLLATERAL

PRODUCT TYPE OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
           PRODUCT TYPE           LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
2/28 ARM (IO)..................   1,151   $  338,850,046.26     86.06%  $  294,396.22   6.569%      81.35%       81.35%      666   
3/27 ARM (IO)..................      60       16,917,164.82      4.30      281,952.75   6.400       81.83        81.83       673   
5/25 ARM (IO)..................     107       35,539,652.95      9.03      332,146.29   6.107       80.67        80.67       681   
6 Month ARM (IO)...............       1          413,600.00      0.11      413,600.00   6.375       88.00        88.00       639   
Fixed (IO).....................       7        2,027,063.71      0.51      289,580.53   6.543       77.36        77.36       679   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

 LIEN TYPE ON THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             LIEN TYPE            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
First Lien.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

 INTEREST-ONLY TERMS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
         IO TERMS (MONTHS)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
60.............................   1,267   $  377,305,912.80     95.82%  $  297,794.72   6.524%       81.32%      81.32%      668   
120............................      59       16,441,614.94      4.18      278,671.44   6.424        80.78       80.78       663   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%       81.30%      81.30%      668   
                                  =====   =================    ======                                                              

 SEASONING OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        SEASONING (MONTHS)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
1 - 6..........................   1,293   $     383,884,448.18   97.50% $    296,894.39  6.513%     81.28%       81.28%      669   
7 - 12.........................      33           9,863,079.56    2.50       298,881.20  6.816      82.09        82.09       640   
                                  -----   --------------------  ------                                                             
     Total.....................   1,326   $     393,747,527.74  100.00% $    296,943.84  6.520%     81.30%       81.30%      668   
                                  =====   ====================  ======                                                             

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 DESCRIPTION OF THE INTEREST-ONLY COLLATERAL

INTEREST-ONLY MORTGAGE LOANS WITH PREPAYMENT PENALTIES

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        PREPAYMENT PENALTY        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
No.............................     313   $   86,295,834.56     21.92%  $  275,705.54   6.927%      81.72%       81.72%      667   
Yes............................   1,013      307,451,693.18     78.08      303,506.11   6.406       81.18        81.18       668   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

PREPAYMENT TERMS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
     PREPAYMENT TERM (MONTHS)     LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
   0  -    0...................     313   $   86,295,834.56     21.92%  $  275,705.54   6.927%      81.72%       81.72%      667   
   1  -   12...................      68       23,133,174.36      5.88      340,193.74   6.525       80.15        80.15       679   
  13  -   24...................     832      249,013,903.19     63.24      299,295.56   6.415       81.26        81.26       666   
  25  -   36...................     108       33,391,216.40      8.48      309,177.93   6.244       81.35        81.35       681   
  37  -   60...................       5        1,913,399.23      0.49      382,679.85   6.551       79.26        79.26       661   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

DEBT-TO INCOME RATIO OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
        DEBT-TO-INCOME (%)        LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
   0.00 - 25.00................      88   $   27,084,911.30       6.88%  $  307,783.08  6.451%      80.56%       80.56%       676  
  25.01 - 30.00................      71       20,407,059.22       5.18      287,423.37  6.406       81.05        81.05        674  
  30.01 - 35.00................     172       47,895,771.05      12.16      278,463.79  6.456       80.10        80.10        672  
  35.01 - 40.00................     288       82,842,204.02      21.04      287,646.54  6.471       81.40        81.40        672  
  40.01 - 45.00................     387      117,563,576.65      29.86      303,781.85  6.540       81.55        81.55        665  
  45.01 - 50.00................     280       87,715,472.71      22.28      313,269.55  6.628       81.63        81.63        662  
  50.01 - 55.00................      36        9,372,332.79       2.38      260,342.58  6.569       83.34        83.34        663  
  55.01 - 60.00................       3          732,600.00       0.19      244,200.00  5.417       76.53        76.53        749  
  60.01 - 62.03................       1          133,600.00       0.03      133,600.00  5.750       80.00        80.00        688  
                                  -----   -----------------     ------                                                             
     Total.....................   1,326   $  393,747,527.74     100.00%  $  296,943.84  6.520%      81.30%       81.30%      668   
                                  =====   =================     ======                                                             

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 ORIGINATORS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
            ORIGINATOR            LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Accredited.....................      52   $   15,862,976.04      4.03%  $  305,057.23   6.829%      80.68%       80.68%      681   
First Horizon..................     151       36,345,588.68      9.23      240,699.26   7.445       81.69        81.69       655   
Impac..........................      46       14,013,410.55      3.56      304,639.36   6.598       81.85        81.85       667   
Mortgage It....................     171       49,475,010.74     12.57      289,327.55   6.811       81.71        81.71       649   
WMC............................     906      278,050,541.73     70.62      306,899.05   6.326       81.18        81.18       672   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

 SERVICERS OF THE INTEREST-ONLY MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                                                                WEIGHTED           
                                                                                                   WEIGHTED     AVERAGE            
                                  NUMBER                        % OF                    WEIGHTED    AVERAGE     ADJUSTED   WEIGHTED
                                    OF       AGGREGATE       AGGREGATE      AVERAGE      AVERAGE   ORIGINAL     ORIGINAL    AVERAGE
                                 MORTGAGE    PRINCIPAL       PRINCIPAL     PRINCIPAL    MORTGAGE   LOAN-TO-     LOAN-TO-    CREDIT 
             SERVICER             LOANS       BALANCE         BALANCE       BALANCE       RATE   VALUE RATIO  VALUE RATIO    SCORE 
-------------------------------  -------- -----------------  ---------   ------------  --------  -----------  -----------  --------
                                                                                                                                   
Chase..........................     257   $   69,109,211.08     17.55%  $  268,907.44   7.202%      81.45%       81.45%      659   
Countrywide....................   1,017      307,782,903.68     78.17      302,638.06   6.360       81.27        81.27       671   
Home Eq........................      52       16,855,412.98      4.28      324,142.56   6.647       81.05        81.05       644   
                                  -----   -----------------    ------                                                              
     Total.....................   1,326   $  393,747,527.74    100.00%  $  296,943.84   6.520%      81.30%       81.30%      668   
                                  =====   =================    ======                                                              

II-49 

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 ANNEX III

 ASSUMED MORTGAGE LOAN CHARACTERISTICS

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 ANNEX III
 ASSUMED MORTGAGE LOAN CHARACTERISTICS

                                                        [Enlarge/Download Table]

                                  Remaining    Stated                                                                      Remaining
                                Amortization  Remaining                  Minimum   Maximum    Months     Initial            Interest
         Aggregate     Gross       Term to     Term to            Gross  Mortgage  Mortgage   to Next    Periodic  Periodic   Only  
         Principal    Mortgage    Maturity    Maturity   Age     Margin    Rate      Rate    Adjustment   Rate      Rate      Term  
Group   Balance ($)   Rate (%)    (months)    (months) (months)   (%)      (%)       (%)       Date      Cap (%)   Cap (%)  (months)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
   1      557,465.20    8.04737      477        357       3     7.64004   8.04737   14.54737     21      3.00000   1.00000    N/A   
   1      294,896.71    5.92500      478        358       2     4.37000   5.92500   12.42500     22      3.00000   1.00000    N/A   
   1      279,611.96    6.32500      477        357       3     6.32500   6.32500   12.82500     21      3.00000   1.00000    N/A   
   1      388,413.81    6.02303      477        357       3     7.40734   6.02303   12.52303     21      3.00000   1.00000    N/A   
   1    3,974,656.62    6.88179       77        357       3     6.51591   6.88179   13.38179     21      3.00000   1.00000    N/A   
   1      271,780.18    6.80000      478        358       2     6.80000   6.80000   13.30000     21      3.00000   1.00000    N/A   
   1      159,740.90    5.75000      477        357       3     6.25000   5.75000   12.25000     21      3.00000   1.00000    N/A   
   1    3,695,536.12    7.00627      477        357       3     6.90606   7.00627   13.50627     23      3.00000   1.00000    N/A   
   1   62,022,594.82    6.64058      477        357       3     6.32886   6.64058   13.14058     21      2.95957   1.00000    N/A   
   1    1,244,604.92    6.71478      477        357       3     6.17562   6.71478   13.21478     21      3.00000   1.00000    N/A   
   1   18,013,696.98    6.91200      477        357       3     6.25728   6.90482   13.41200     21      3.00000   1.00000    N/A   
   1      137,240.00    6.50000      357        357       3     6.02500   6.50000   13.00000     21      3.00000   1.00000    117   
   1    2,377,848.70    6.45965      357        357       3     6.47652   6.47697   12.95965     28      2.86147   1.00000    117   
   1    1,251,569.76    6.54112      357        357       3     6.35288   6.54112   13.04112     21      3.00000   1.00000    117   
   1      163,200.00    6.99000      356        356       4     5.75000   6.99000   13.49000     20      1.50000   1.00000     56   
   1      412,000.00    7.08845      357        357       3     6.37136   7.08845   13.77777     21      2.43204   1.18932     57   
   1      563,044.96    6.22878      357        357       3     5.94035   6.22878   12.72878     21      3.00000   1.00000     57   
   1   13,841,705.83    7.14034      357        357       3     5.82737   6.88828   13.98718     21      3.00000   1.00000     57   
   1      137,600.00    6.85000      358        358       2     6.00000   6.85000   13.35000     22      3.00000   1.00000     58   
   1    5,125,959.58    6.92465      357        357       3     6.10373   6.92465   13.39870     22      2.79738   1.06754     57   
   1   70,277,732.36    6.36956      357        357       3     6.06435   6.36997   12.82682     21      2.94011   1.01581     57   
   1      577,639.99    6.70919      355        355       5     5.44636   6.70919   13.51945     19      2.06921   1.31026     55   
   1      605,600.00    6.45106      356        356       4     4.95106   6.45106   13.45106     20      1.50000   1.50000     56   
   1   28,412,688.56    6.99591      357        357       3     6.11238   6.96559   13.58929     22      2.93131   1.01104     57   
   1    1,411,084.63    7.63871      357        357       3     6.32863   7.63871   13.99164     21      2.84050   1.02432    N/A   
   1       80,132.20    9.75000      355        355       5     8.25000   9.75000   16.75000     19      1.50000   1.50000    N/A   
   1      451,273.95    6.65214      356        356       4     5.61329   6.65214   13.21570     20      2.20271   1.16832    N/A   
   1      107,651.43    7.12500      356        356       4     5.62500   7.12500   14.12500     20      1.50000   1.50000    N/A   
   1    1,483,860.74    6.60797      357        357       3     5.89377   6.46044   13.16942     21      2.47202   1.06145    N/A   
   1      180,484.61    7.25000      355        355       5     5.75000   7.25000   14.25000     19      1.50000   1.50000    N/A   
   1    1,841,441.79    6.73076      357        357       3     6.27043   6.73076   13.23076     21      3.00000   1.00000    N/A   
   1   13,824,366.73    7.39427      357        357       3     6.04879   7.14903   14.02983     21      2.98992   1.00000    N/A   
   1      362,053.11    7.03532      356        356       4     5.80115   6.60767   14.03532     20      2.19348   1.26884    N/A   
   1    2,949,717.20    6.88144      355        355       5     5.38144   6.88144   13.88144     19      1.50000   1.50000    N/A   
   1      173,403.62    8.85000      358        358       2     6.25000   8.85000   15.35000     22      3.00000   1.00000    N/A   
   1       40,393.38    7.52500      357        357       3     6.52500   7.52500   13.52500     21      3.00000   1.00000    N/A   
   1    1,554,282.12    7.14580      357        357       3     6.96086   7.14580   13.64580     24      3.00000   1.00000    N/A   
   1    4,262,517.69    6.82976      357        357       3     6.33524   6.82976   13.28699     20      2.82545   1.03076    N/A   
   1   82,561,598.10    6.96821      357        357       3     6.40359   6.96150   13.41368     21      2.82270   1.03203    N/A   
   1      676,490.51    7.78297      356        356       4     7.22369   7.78297   14.44619     20      2.51036   1.16321    N/A   
   1      169,377.22    6.87500      355        355       5     4.70000   6.87500   13.87500     19      1.50000   1.50000    N/A   
   1   61,290,955.79    7.16169      357        357       3     6.11271   7.08930   13.69122     21      2.90757   1.01532    N/A   
   1    1,486,196.27    6.24097      477        357       3     6.09648   6.24097   12.74097     33      3.00000   1.00000    N/A   
   1      783,503.68    7.02771      478        358       2     5.84078   7.02771   13.52771     33      3.00000   1.00000    N/A   
   1      189,000.00    6.50000      358        358       2     6.25000   6.50000   13.00000     34      3.00000   1.00000    118   
   1      239,914.61    5.57500      356        356       4     5.87500   5.57500   12.07500     32      3.00000   1.00000    116   
   1      274,000.00    5.67500      357        357       3     5.50000   5.67500   12.17500     33      3.00000   1.00000     57   
   1      613,972.37    6.49382      357        357       3     6.29152   6.49382   12.99382     26      3.00000   1.00000     57   
   1      523,088.26    5.93152      358        358       2     5.83058   5.93152   12.43152     34      3.00000   1.00000     58   
   1    2,939,103.88    6.60998      357        357       3     6.25992   6.60998   13.19718     33      2.59145   1.13618     57   
   1    1,008,547.50    6.24956      357        357       3     5.25540   6.24956   12.62545     33      3.00000   1.00000     57   
   1      191,452.64    7.75000      356        356       4     6.25000   7.75000   14.75000     32      1.50000   1.50000    N/A   
   1      156,966.07    6.87500      356        356       4     5.55000   6.87500   13.87500     32      3.00000   1.00000    N/A   
   1      155,675.81    7.87500      357        357       3     7.62500   7.87500   14.37500     33      3.00000   1.00000    N/A   
   1      887,066.62    6.10812      357        357       3     6.00674   6.10812   12.60812     33      3.00000   1.00000    N/A   
   1    2,618,209.93    7.00037      357        357       3     6.34598   6.87317   13.47401     32      2.82739   1.05754    N/A   
   1    4,305,931.77    6.82972      357        357       3     5.99381   6.86852   13.31608     33      2.94554   1.00000    N/A   
   1      446,839.42    6.81970      478        358       2     7.40341   6.81970   13.31970     58      3.00000   1.00000    N/A   
   1      615,869.65    6.20387      477        357       3     6.17244   6.20387   12.70387     57      3.00000   1.00000    N/A   
   1      447,043.78    7.46092      478        358       2     7.01141   7.46092   13.96092     58      3.00000   1.00000    N/A   
   1      302,000.00    6.20000      358        358       2     6.00000   6.20000   12.70000     58      5.00000   1.00000     58   
   1    2,336,290.00    6.25513      358        358       2     6.09776   6.25513   12.75513     58      5.00000   1.00000     58   
   1    1,058,936.97    6.39536      358        358       2     5.96663   6.39536   12.89536     58      5.00000   1.00000     58   
   1      346,340.03    6.86923      356        356       4     6.17656   6.18444   13.36923     56      3.00000   1.00000    N/A   
   1      137,803.99    5.62500      356        356       4     4.62500   4.62500   12.12500     32      3.00000   1.00000    N/A   
   1      234,546.15    6.40000      357        357       3     6.62500   6.40000   12.90000     57      3.00000   1.00000    N/A   
   1      775,877.33    5.67106      356        356       4     5.81642   5.67106   11.98748     56      3.00000   1.00000    N/A   
   1    1,151,669.37    6.26110      357        357       3     6.50595   6.26110   12.76110     57      3.00000   1.00000    N/A   
   1    1,695,728.39    6.74123      357        357       3     5.87871   6.74123   13.24123     57      3.00000   1.00000    N/A   
   1      292,327.65    7.90000      473        358       2     4.38000   7.90000   14.41400      4      1.00000   1.00000    N/A   
   1      306,758.20    6.64628      357        357       3     7.53635   6.64628   13.14628      3      1.00000   1.00000    N/A   
   1      185,608.97   10.06521      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       36,932.82   11.00000      355        175       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       97,868.27   10.50000      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       70,946.99   10.39676      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    2,009,042.47   10.73752      357        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      223,150.49   10.34982      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       57,732.46   11.25000      357        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       19,785.03   10.76000      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      118,660.55   11.45455      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      467,790.47   10.65132      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       92,671.98   11.99000      356        176       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      167,002.00    9.83636      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       95,687.20   10.50868      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      761,089.14   10.06334      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   

III-1 

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 ANNEX III
 ASSUMED MORTGAGE LOAN CHARACTERISTICS

                                                        [Enlarge/Download Table]

                                  Remaining    Stated                                                                      Remaining
                                Amortization  Remaining                  Minimum   Maximum    Months     Initial            Interest
         Aggregate     Gross       Term to     Term to            Gross  Mortgage  Mortgage   to Next    Periodic  Periodic   Only  
         Principal    Mortgage    Maturity    Maturity   Age     Margin    Rate      Rate    Adjustment   Rate      Rate      Term  
Group   Balance ($)   Rate (%)    (months)    (months) (months)   (%)      (%)       (%)       Date      Cap (%)   Cap (%)  (months)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
   1   19,619,500.51   10.15203      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    1,458,711.69   10.13379      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1   21,124,528.75   10.44162      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      605,843.80    7.51092      478        358       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      884,052.43    7.28578      477        358       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      443,983.16    7.43901      438        358       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1       36,081.23   11.54836      237        237       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      147,072.34    8.27882      357        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      366,714.56    7.38347      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      472,820.46    6.50000      237        237       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      300,224.44   10.14584      177        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    1,499,344.65    8.28889      352        352       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    1,045,100.98    6.97095      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      134,075.87    9.31610      258        258       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1      720,515.97    9.15213      299        299       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    4,298,444.57    7.25099      352        352       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    2,149,140.37    7.68016      330        330       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1    9,410,075.83    7.19069      340        340       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   1   10,920,078.69    8.00842      319        319       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    1,497,479.92    7.34142      477        357       3     6.23674   7.34142   13.84142     21      2.75450   1.00000    N/A   
   2      278,314.91    6.80000      478        358       2     4.37000   6.80000   13.30000     22      3.00000   1.00000    N/A   
   2      359,481.91    7.88786      478        358       2     7.27120   7.88786   14.38786     21      2.04912   1.00000    N/A   
   2      231,866.26    7.99000      478        358       2     5.87500   7.99000   14.49000     58      3.00000   1.00000    N/A   
   2    1,044,374.18    7.09746      477        357       3     6.38058   7.09746   13.59746     21      3.00000   1.00000    N/A   
   2   10,373,151.34    7.09663      477        357       3     6.47171   7.09663   13.59663     22      3.00000   1.00000    N/A   
   2      104,311.42    6.62500      478        358       2     6.00000   6.62500   13.12500     22      3.00000   1.00000    N/A   
   2      176,650.69    7.88022      477        357       3     6.45447   7.88022   14.38022     21      3.00000   1.00000    N/A   
   2    4,368,724.20    7.33256      477        357       3     6.75893   7.33256   13.83256     21      3.00000   1.00000    N/A   
   2  112,384,105.01    6.73894      477        357       3     6.40969   6.73894   13.23894     22      2.92925   1.00000    N/A   
   2    1,638,957.00    7.12780      477        357       3     6.51685   7.12780   13.62780     21      2.63459   1.00000    N/A   
   2   36,099,444.00    7.15731      474        357       3     6.48640   7.15731   13.65731     21      3.00000   1.00000    N/A   
   2      179,200.00    6.92500      357        357       3     6.75000   6.92500   13.42500     21      3.00000   1.00000    117   
   2      866,788.99    6.31229      357        357       3     6.18543   6.31229   12.81229     21      3.00000   1.00000    117   
   2    5,973,998.31    6.38429      357        357       3     6.06229   6.32207   12.83457     21      2.85913   1.00000    117   
   2    2,103,142.21    6.55836      357        357       3     6.04860   6.55836   13.05836     21      3.00000   1.00000    117   
   2      706,700.00    6.18024      357        357       3     5.60616   6.18024   12.57645     21      3.00000   1.00000     57   
   2      178,400.00    7.75000      356        356       4     6.25000   7.75000   14.75000     20      1.50000   1.50000     56   
   2    1,001,000.00    6.71204      355        355       5     5.97498   6.71204   13.52423     19      2.06344   1.31219     55   
   2      458,320.00    5.99000      356        356       4     5.89000   5.99000   12.49000     20      3.00000   1.00000     56   
   2      617,751.65    6.62270      357        357       3     5.89443   6.62270   13.26502     21      2.57305   1.14232     57   
   2   13,293,750.55    7.22759      356        356       4     5.64934   6.87796   13.98014     20      2.93880   1.01504     56   
   2      532,000.00    6.75000      356        356       4     5.25000   6.75000   13.75000     20      1.50000   1.50000     56   
   2   10,448,028.16    6.62641      357        357       3     6.01414   6.62641   13.03458     23      2.88285   1.03905     57   
   2  132,574,468.21    6.29829      356        356       4     5.88394   6.26169   12.69427     21      2.92002   1.01440     56   
   2    2,506,073.00    6.56475      356        356       4     5.58710   6.56475   13.36379     20      2.10289   1.29904     56   
   2      343,000.00    6.50000      356        356       4     5.00000   6.50000   13.50000     20      1.50000   1.50000     56   
   2   43,183,595.44    7.04128      357        357       3     6.15837   6.98627   13.55677     21      2.90965   1.00846     57   
   2    4,609,652.85    7.63847      357        357       3     6.72215   7.60713   13.96318     22      2.71988   1.00000    N/A   
   2      319,928.96    8.85808      355        355       5     7.35808   8.85808   15.67246     19      2.05686   1.31438    N/A   
   2      324,332.07    8.08061      355        355       5     6.58061   8.08061   15.08061     19      1.50000   1.50000    N/A   
   2      571,300.87    8.29481      357        357       3     6.93812   8.29481   14.91490     21      2.14175   1.12009    N/A   
   2    2,854,709.85    7.53441      356        356       4     6.36252   7.53441   14.33220     20      2.10663   1.29779    N/A   
   2    1,604,861.74    7.00254      357        357       3     6.31297   7.00254   13.53335     21      2.90756   1.03081    N/A   
   2   25,102,887.59    7.86324      357        357       3     5.82539   7.56407   14.65567     21      2.92004   1.01212    N/A   
   2      234,487.01    7.34000      355        355       5     6.34000   7.34000   14.34000     19      1.50000   1.50000    N/A   
   2      218,130.32    8.01961      355        355       5     6.51961   8.01961   15.01961     19      1.50000   1.50000    N/A   
   2      190,604.73    8.66985      357        357       3     7.54719   8.66985   15.16985     21      3.00000   1.00000    N/A   
   2    2,411,899.38    7.16559      355        355       5     5.66559   7.16559   14.16559     19      1.50000   1.50000    N/A   
   2      827,602.87    7.31930      356        356       4     5.88293   7.31930   14.25567     20      1.50000   1.43637    N/A   
   2       76,528.76    8.75000      354        354       6     7.25000   8.75000   15.75000     18      1.50000   1.50000    N/A   
   2      435,185.79    8.59900      355        355       5     7.09900   8.59900   15.59900     19      1.50000   1.50000    N/A   
   2      197,167.79    8.38721      356        356       4     6.65732   8.38721   14.38721     20      3.00000   1.00000    N/A   
   2    4,495,894.42    7.48621      357        357       3     6.78283   7.48621   13.98621     21      2.91864   1.00000    N/A   
   2    6,388,452.68    7.58301      356        356       4     6.05663   7.54914   14.05992     20      2.65138   1.10767    N/A   
   2  141,304,901.76    7.16911      357        357       3     6.42417   7.15471   13.59400     21      2.75801   1.03745    N/A   
   2      377,883.57    7.96815      356        356       4     6.46815   7.96815   14.96815     20      1.50000   1.50000    N/A   
   2    2,364,288.23    7.32878      356        356       4     6.23371   7.32878   14.11461     20      2.14253   1.28582    N/A   
   2       99,699.76    7.49000      356        356       4     4.50000   7.49000   14.49000     20      1.50000   1.50000    N/A   
   2    1,158,358.17    8.00245      355        355       5     6.50245   8.00245   15.00245     19      1.50000   1.50000    N/A   
   2  123,384,618.75    7.39490      357        357       3     6.31876   7.32797   13.91448     21      2.82255   1.03159    N/A   
   2      290,207.32    7.50000      478        358       2     5.37500   7.50000   14.00000     34      3.00000   1.00000    N/A   
   2      425,231.79    5.20000      477        357       3     6.00000   5.20000   11.70000     33      3.00000   1.00000    N/A   
   2    1,241,918.21    5.85167      475        356       4     5.70210   5.85167   12.35167     32      3.00000   1.00000    N/A   
   2    1,373,665.71    6.75650      478        358       2     6.31480   6.75650   13.25650     34      3.00000   1.00000    N/A   
   2    1,482,364.32    6.31109      478        358       2     6.36836   6.31109   12.81109     34      3.00000   1.00000    N/A   
   2      658,400.00    5.72696      357        357       3     5.92861   5.72696   12.22696     33      3.00000   1.00000    117   
   2      442,000.00    6.05000      357        357       3     6.25000   6.05000   12.55000     33      3.00000   1.00000     57   
   2      404,031.68    6.26166      357        357       3     5.66194   6.26166   12.76166     33      3.00000   1.00000     57   
   2      140,800.00    7.25000      357        357       3     5.80000   7.25000   14.25000     33      3.00000   1.00000     57   
   2    1,095,200.00    6.65997      355        355       5     5.89993   6.65997   13.39335     26      2.53324   1.00000     55   
   2    5,635,397.57    6.28763      357        357       3     5.84930   6.25853   12.67611     32      2.90450   1.03183     57   
   2    2,753,708.95    6.75765      357        357       3     5.67627   6.73158   12.94087     33      3.00000   1.00000     57   
   2       56,571.03    5.97500      356        356       4     4.97500   5.97500   12.47500     32      1.50000   1.00000    N/A   
   2      443,100.65    8.18965      355        355       5     6.82008   8.18965   15.09969     31      1.76987   1.41004    N/A   
   2      426,227.82    7.54608      356        356       4     6.79014   7.54608   14.04608     32      3.00000   1.00000    N/A   

III-2 

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 ANNEX III
 ASSUMED MORTGAGE LOAN CHARACTERISTICS

                                                        [Enlarge/Download Table]

                                  Remaining    Stated                                                                      Remaining
                                Amortization  Remaining                  Minimum   Maximum    Months     Initial            Interest
         Aggregate     Gross       Term to     Term to            Gross  Mortgage  Mortgage   to Next    Periodic  Periodic   Only  
         Principal    Mortgage    Maturity    Maturity   Age     Margin    Rate      Rate    Adjustment   Rate      Rate      Term  
Group   Balance ($)   Rate (%)    (months)    (months) (months)   (%)      (%)       (%)       Date      Cap (%)   Cap (%)  (months)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
   2      343,991.90    7.89270      357        357       3     5.54258   7.89270   14.59590     29      3.00000   1.00000    N/A   
   2      173,625.70    7.75000      357        357       3     7.00000   7.75000   14.25000     33      3.00000   1.00000    N/A   
   2       57,672.22    8.99900      356        356       4     7.49900   8.99900   15.99900     32      1.50000   1.50000    N/A   
   2       67,908.13    8.99900      354        354       6     7.49900   8.99900   15.99900     30      1.50000   1.50000    N/A   
   2       92,367.48    7.87500      356        356       4     6.87500   7.87500   14.37500     32      3.00000   1.00000    N/A   
   2    1,709,891.00    6.39433      357        357       3     6.28168   6.39433   12.89433     33      3.00000   1.00000    N/A   
   2    6,795,886.29    7.19160      356        356       4     6.63281   7.13521   13.76038     32      2.68425   1.13452    N/A   
   2      100,154.91   10.99900      356        356       4     9.49900  10.99900   17.99900     32      1.50000   1.50000    N/A   
   2    9,849,618.62    7.01416      356        356       4     6.09078   6.94106   13.33872     32      2.91793   1.00409    N/A   
   2      385,785.60    7.39971      478        358       2     7.07517   7.39971   13.89971     58      3.00000   1.00000    N/A   
   2    1,029,745.58    5.16782      477        357       3     5.62599   5.16782   11.66782     57      3.00000   1.00000    N/A   
   2    5,075,658.46    6.43551      477        357       3     6.28428   6.43551   12.93551     57      3.00000   1.00000    N/A   
   2    3,473,006.48    6.75648      477        357       3     6.60173   6.75648   13.25648     53      3.00000   1.00000    N/A   
   2      516,000.00    5.75000      357        357       3     6.87500   5.75000   12.25000     57      5.00000   1.00000    117   
   2      188,100.00    6.17012      356        356       4     6.30257   6.17012   12.67012     56      5.00000   1.00000    116   
   2    1,357,064.43    6.53522      357        357       3     6.16510   6.31444   13.03522     57      3.98605   1.00000    117   
   2      153,000.00    6.50000      357        357       3     6.12500   6.50000   13.00000     57      5.00000   1.00000     57   
   2      451,004.00    7.18896      356        356       4     5.53120   7.18896   14.18896     56      3.00000   1.00000     56   
   2    3,784,577.64    5.82434      357        357       3     6.56362   5.82434   12.35869     57      4.75955   1.03435     57   
   2    3,569,201.98    5.90230      357        357       3     6.05837   5.90230   12.33903     57      4.74689   1.00000     57   
   2   15,303,180.69    6.04722      357        357       3     5.94556   6.04722   12.52268     57      4.85363   1.00000     57   
   2      400,000.00    6.99000      356        356       4     5.99000   6.99000   13.99000     56      1.50000   1.50000     56   
   2    6,120,297.24    6.22538      357        357       3     6.24089   6.22538   12.72538     57      4.77889   1.00000     57   
   2       94,544.11    7.20000      354        354       6     5.70000   7.20000   14.20000     54      1.50000   1.50000    N/A   
   2      357,389.35    8.08394      357        357       3     7.15399   7.64140   14.65099     57      3.00000   1.00000    N/A   
   2      116,602.09    7.99900      355        355       5     6.49900   7.99900   14.99900     55      1.50000   1.50000    N/A   
   2      103,717.46    7.99000      356        356       4     6.99000   7.99000   14.99000     56      1.50000   1.50000    N/A   
   2    1,143,713.80    6.45534      357        357       3     5.82654   6.45534   12.95534     52      3.00000   1.00000    N/A   
   2    7,093,104.72    6.64084      357        357       3     6.12322   6.50605   13.07122     57      2.92966   1.00000    N/A   
   2      102,232.81    6.62500      356        356       4     5.62500   6.62500   13.62500     56      1.50000   1.50000    N/A   
   2    3,439,774.06    6.31207      357        357       3     6.31509   6.31207   12.82970     57      3.00000   1.00000    N/A   
   2      413,600.00    6.37500      356        356       4     5.37500   6.37500   12.87500      2      1.50000   1.00000    56    
   2      307,032.76    6.13500      357        357       3     5.38500   6.13500   12.63500      3      1.00000   1.00000    N/A   
   2      143,707.61    7.99000      357        357       3     7.00000   7.99000   14.49000      3      1.00000   1.00000    N/A   
   2      256,037.46    7.50000      353        353       7     5.62500   7.50000   14.00000      5      1.50000   1.00000    N/A   
   2    1,038,340.90    7.21927      357        357       3     6.28850   7.21927   13.71927      3      1.00000   1.00000    N/A   
   2      403,347.93    7.92545      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A      116   
   2      349,000.00    5.87500      355        355       5       N/A       N/A       N/A        N/A       N/A       N/A       55   
   2      480,000.00    5.75000      355        355       5       N/A       N/A       N/A        N/A       N/A       N/A       55   
   2      282,716.55    6.68722      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A       56   
   2      511,999.23    6.57500      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A       56   
   2      423,380.48   10.55684      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       27,163.52    9.99000      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       83,910.12    8.50000      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      149,576.17    9.78876      358        178       2       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       59,888.49   10.25000      356        176       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      288,851.15    9.04317      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    2,764,918.22   10.11537      356        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      278,361.46    9.94570      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       48,908.57   10.87500      355        175       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      151,636.11    9.99409      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      151,008.90    9.82140      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       15,978.10   11.25000      356        176       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       77,905.36   10.50000      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      453,371.63   10.17541      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       34,945.84   11.50000      355        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      713,250.34   10.40815      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       59,730.22   11.31774      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      166,922.67   10.29627      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    1,646,850.71    9.54572      357        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2   40,287,469.39    9.80458      356        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    2,311,968.85   10.16506      356        176       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2   33,347,525.02   10.15851      356        177       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      239,500.69    5.90000      476        356       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      267,620.91    6.25000      477        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      809,889.50    7.08566      477        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    3,143,822.00    6.61585      477        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    6,279,616.73    6.51911      477        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    2,453,704.91    7.17801      477        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      113,317.54    7.02500      355        355       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      841,766.55    7.40211      357        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      231,440.38    7.67579      354        354       6       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      817,785.17    7.65882      336        336       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      139,750.92    6.62500      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      703,776.11    6.37607      357        357       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       84,745.31    7.50000      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    5,451,682.21    6.89811      343        343       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       95,705.09    7.37500      356        356       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    1,727,940.18    6.54861      342        342       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       51,735.60    6.25000      355        355       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       27,305.94    9.75000      176        176       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      963,569.69    7.59472      338        338       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      166,143.11    8.74698      302        302       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    8,106,802.55    6.54382      348        348       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2       32,594.84    9.99000      175        175       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   

III-3 

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 ANNEX III
 ASSUMED MORTGAGE LOAN CHARACTERISTICS

                                                        [Enlarge/Download Table]

                                  Remaining    Stated                                                                      Remaining
                                Amortization  Remaining                  Minimum   Maximum    Months     Initial            Interest
         Aggregate     Gross       Term to     Term to            Gross  Mortgage  Mortgage   to Next    Periodic  Periodic   Only  
         Principal    Mortgage    Maturity    Maturity   Age     Margin    Rate      Rate    Adjustment   Rate      Rate      Term  
Group   Balance ($)   Rate (%)    (months)    (months) (months)   (%)      (%)       (%)       Date      Cap (%)   Cap (%)  (months)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
   2    5,274,530.36    6.82021      333        333       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2   32,094,654.75    6.75561      345        345       3       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2      149,988.17    7.32522      355        355       5       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2    5,580,561.58    7.36261      354        354       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   
   2   32,809,594.64    6.98702      331        331       4       N/A       N/A       N/A        N/A       N/A       N/A      N/A   

III-4 

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MORTGAGE PASS-THROUGH CERTIFICATES
 MORTGAGE-BACKED NOTES
(ISSUABLE IN SERIES)

CITIGROUP MORTGAGE LOAN TRUST INC.
 DEPOSITOR

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

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS      
PROSPECTUS.                                                                     

THIS PROSPECTUS MAY BE USED TO OFFER AND SELL THE SECURITIES ONLY IF ACCOMPANIED
BY A PROSPECTUS SUPPLEMENT.                                                     

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

THE SECURITIES:                                                                 

Citigroup Mortgage Loan Trust Inc., as depositor, will sell the securities,     
which may be in the form of mortgage pass-through certificates or               
mortgage-backed notes. Each issue of securities will have its own series        
designation and will evidence either:                                           

o   the ownership of trust fund assets, or                                      

o   debt obligations secured by trust fund assets.                              

THE TRUST FUND AND ITS ASSETS                                                   

The assets of a trust fund will primarily include any combination of:           

o   one- to four-family residential first and junior lien mortgage loans,       
multifamily residential mortgage loans, cooperative apartment loans, installment
loan agreements, home equity revolving lines of credit, including partial       
balances of those lines of credit, or beneficial interests,                     

o   installment or conditional sales contracts and installment loan agreements  
secured by senior or junior liens on manufactured homes,                        

o   pass-through or participation certificates issued or guaranteed by the      
Government National Mortgage Association, the Federal National Mortgage         
Association or the Federal Home Loan Mortgage Corporation, or pass-through or   
participation certificates or other mortgage-backed securities issued or        
guaranteed by private entities, or                                              

o   funding agreements secured by any of the above described assets.            

CREDIT ENHANCEMENT                                                              

The assets of the trust fund for a series of securities may also include pool   
insurance policies, letters of credit, reserve funds, credit derivatives, or    
other types of credit support, or any combination thereof, and currency or      
interest rate exchange agreements and other financial assets, or any combination
thereof.                                                                        

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. 

Offers of the securities may be made through one or more different methods,     
including through underwriters as described in "Methods of Distribution" in the 
related prospectus supplement. All certificates will be distributed by, or sold 
through underwriters managed by:                                                

 CITIGROUP

The date of this Prospectus is May 3, 2005

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                                                    
RISK FACTORS......................................................................................................5 

THE TRUST FUNDS..................................................................................................17 
            The Mortgage Loans...................................................................................17 
            Revolving Credit Loans...............................................................................23 
            The Contracts........................................................................................26 
            Agency Securities....................................................................................27 
            Private Mortgage-Backed Securities...................................................................33 
            Funding Agreements...................................................................................36 

USE OF PROCEEDS..................................................................................................37 

YIELD CONSIDERATIONS.............................................................................................37 

MATURITY AND PREPAYMENT CONSIDERATIONS...........................................................................39 

THE DEPOSITOR....................................................................................................41 

MORTGAGE LOAN PROGRAM...........................................................................................