Citigroup Mortgage Loan Trust Inc – ‘424B5’ on 12/30/05 re: Citigroup Mortgage Loan Trust, Series 2005-10

On:  Friday, 12/30/05, at 9:38am ET   ·   Accession #:  1125282-5-6840   ·   File #s:  333-127834, -07

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 1: 424B5       Prospectuses Filed                                   321   1.62M 

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Prospectus Supplement dated December 28, 2005 (To Prospectus dated September 29,
2005)                                                                           

$550,793,100 (APPROXIMATE; SUBJECT TO A PERMITTED VARIANCE OF PLUS OR MINUS 5%) 

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-10                              

CITIGROUP MORTGAGE LOAN TRUST INC.                                              
DEPOSITOR                                                                       

COUNTRYWIDE HOME LOANS SERVICING LP                                             
GREENPOINT MORTGAGE FUNDING, INC.                                               
NATIONAL CITY MORTGAGE CO.                                                      
PHH MORTGAGE CORPORATION                                                        
WELLS FARGO BANK, N.A.                                                          
SERVICERS                                                                       

CITIMORTGAGE, INC.                                                              
MASTER SERVICER AND TRUST ADMINISTRATOR                                         

CITIBANK, N.A.                                                                  
PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT                    

--------------------------------------------------------------------------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-15 IN THIS   
PROSPECTUS SUPPLEMENT AND PAGE 5 IN THE PROSPECTUS.                             

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

OFFERED CERTIFICATES           The trust created for the Series 2005-10         
                      certificates will hold a pool of one- to
                               four-family residential first lien mortgage loans
                            separated into two collateral pools. The trust
                            will issue twelve classes of certificates that
                     are offered pursuant to this prospectus
                               supplement. You can find a list of these classes,
                               together with their initial certificate principal
                               balances if applicable and pass-through rates, on
                            page S-5 of this prospectus supplement. Credit
                             enhancement for all of the offered certificates
                           will be provided in the form of subordination
                               and, in the case of certain classes of the senior
                              certificates, to the limited extent described in
         this prospectus supplement,
      cross-collateralization.

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 100.73% of the
                             aggregate initial certificate principal balance
                       of the offered certificates, plus accrued
                   interest in the case of each class of
                         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, 6th Floor, New York, New York 10013 and its phone number is   
(212) 816-6000, Attention: Mortgage Finance.                                    

 TABLE OF CONTENTS
                                                                            PAGE
 PROSPECTUS SUPPLEMENT

SUMMARY OF PROSPECTUS SUPPLEMENT.............................................S-3
RISK FACTORS................................................................S-15
USE OF PROCEEDS.............................................................S-25
THE MORTGAGE POOL...........................................................S-25
YIELD ON THE CERTIFICATES...................................................S-43
DESCRIPTION OF THE CERTIFICATES.............................................S-55
THE MASTER SERVICER AND THE SERVICERS.......................................S-84
POOLING AND SERVICING AGREEMENT.............................................S-89
FEDERAL INCOME TAX CONSEQUENCES.............................................S-93
METHOD OF DISTRIBUTION......................................................S-96
SECONDARY MARKET............................................................S-97
LEGAL OPINIONS..............................................................S-97
RATINGS.....................................................................S-97
LEGAL INVESTMENT............................................................S-98
ERISA CONSIDERATIONS........................................................S-98
ANNEX I......................................................................I-1
APPENDIX 1...................................................................1-1
APPENDIX 2...................................................................2-1

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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.            

Title of Series.....................   Citigroup Mortgage Loan Trust Inc.,      
                                 Mortgage Pass-Through Certificates,
             Series 2005-10.

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

Closing Date........................   On or about December 30, 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.

Servicers...........................   Countrywide Home Loans Servicing LP, a   
                                       Texas limited partnership (referred to in
                                       this prospectus supplement as Countrywide
                                      Servicing); GreenPoint Mortgage Funding,
                                       Inc., a New York corporation (referred to
                              in this prospectus supplement as
                                     GreenPoint); National City Mortgage Co.
                             (referred to in this prospectus
                               supplement as National City); PHH
                                Mortgage Corporation, a New Jersey
                              corporation (referred to in this
                                      prospectus supplement as PHH); and Wells
                                  Fargo Bank, N.A., a national banking
                              association (referred to in this
                                    prospectus supplement as Wells Fargo).
                                       Each such servicer will service a portion
                                   of the mortgage loans in the mortgage
                                      pool. Countrywide Servicing will service
                                       mortgage loans that were originated by it
                                       or one of its affiliates. GreenPoint will
                              service mortgage loans that were
                            originated by it or one of its
                                    affiliates. National City will service
                                       mortgage loans that were originated by it
                                or one of its affiliates. PHH will
                              service mortgage loans that were
                            originated by it or one of its
                                  affiliates. Wells Fargo will service
                                       mortgage loans that were originated by it
                                    or one of its affiliates or by Quicken
                                       Loans Inc. 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 the related
                                  servicing agreement or by the master
                                  servicer pursuant to the pooling and
                                       servicing agreement, as described herein.
                              See "The Master Servicer and the
                               Servicers--The Servicers" in this
                    prospectus supplement.

Master Servicer.....................   CitiMortgage, Inc. (referred to in this  
                                      prospectus supplement as CitiMortgage or
                              the master servicer), a New York
                                       corporation and an affiliate of Citigroup
                                Global Markets Inc. 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 the
               related servicing

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                                 agreement or by the master servicer
                                   pursuant to the pooling and servicing
                                      agreement, as described herein. See "The
                                    Master Servicer and the Servicers--The
                                 Master Servicer" 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.................   CitiMortgage, Inc. (referred to in this  
                                      prospectus supplement as CitiMortgage or
                                  the trust administrator), a New York
                                       corporation and an affiliate of Citigroup
                                  Global Markets Inc. See "Pooling and
                            Servicing Agreement--The Trust
                               Administrator" in this prospectus
         supplement.

Paying Agent, Certificate                                                       
Registrar and Authenticating                                              
Agent............................   Citibank, N.A., (referred to in this  
                                      prospectus supplement as Citibank or the
                                    paying agent, certificate registrar or
                                    authenticating agent as applicable), a
                                 national banking association and an
                                   affiliate of Citigroup Global Markets
                             Inc. See "Pooling and Servicing
                                     Agreement--Citibank" 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.

Distribution Dates..................   Distributions on the offered 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 January 2006.

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 if applicable and pass-through
                                rate set forth or described in the
                          immediately following table.

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                                                        [Enlarge/Download Table]

=======================================================================================================
                            INITIAL              PASS-                                                 
                     CERTIFICATE PRINCIPAL      THROUGH                                                
       CLASS               BALANCE(1)            RATE                   DESIGNATIONS                   
-------------------------------------------------------------------------------------------------------
                                                                                                       
       I-A1A                 $97,118,000      Variable(2)            Group I-1 Super Senior            
-------------------------------------------------------------------------------------------------------
       I-A2A                 $62,312,000      Variable(2)            Group I-2 Super Senior            
-------------------------------------------------------------------------------------------------------
      I-A12B                 $13,408,000      Variable(2)    Group I-1 and Group I-2 Senior Support    
-------------------------------------------------------------------------------------------------------
       I-A3A                $151,768,000      Variable(2)            Group I-3 Super Senior            
-------------------------------------------------------------------------------------------------------
       I-A4A                 $76,160,000      Variable(2)            Group I-4 Super Senior            
-------------------------------------------------------------------------------------------------------
      I-A34B                 $19,172,000      Variable(2)    Group I-3 and Group I-4 Senior Support    
-------------------------------------------------------------------------------------------------------
       I-A5A                 $93,254,000      Variable(2)            Group I-5 Super Senior            
-------------------------------------------------------------------------------------------------------
       I-A5B                  $7,844,000      Variable(2)           Group I-5 Senior Support           
-------------------------------------------------------------------------------------------------------
       I-B1                  $16,844,000      Variable(2)              Crossed Subordinate             
-------------------------------------------------------------------------------------------------------
       I-B2                   $8,141,000      Variable(2)              Crossed Subordinate             
-------------------------------------------------------------------------------------------------------
       I-B3                   $4,772,000      Variable(2)              Crossed Subordinate             
-------------------------------------------------------------------------------------------------------
        I-R                         $101      Variable(2)                   Residual                   
-------------------------------------------------------------------------------------------------------

-------------                                                                   
(1) Approximate; subject to a permitted variance of plus or minus 5%.           
(2) Calculated as described under "Description of the Certificates--Pass-Through
Rates" in this prospectus supplement.                                           

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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 master servicer, the trust administrator, Citibank and the       
trustee. There are twenty-five classes of certificates representing beneficial  
interests in the trust. See "Description of the Certificates" in this prospectus
supplement.                                                                     

The certificates represent in the aggregate the entire beneficial ownership     
interest in the trust. Distributions of interest and principal on the offered   
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    
aggregate principal balance of the mortgage loans or of the applicable          
collateral pool or loan group (each as described below), as applicable, 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 approximately 2,243 conventional, one- to four-family,   
adjustable-rate and fixed-rate mortgage loans secured by first liens on         
residential real properties. The mortgage loans have an aggregate principal     
balance of approximately $655,131,056 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 primary loan groups, each referred  
to herein as a collateral pool, designated as Collateral Pool I, and Collateral 
Pool II.                                                                        

The mortgage loans in Collateral Pool I, referred to in this prospectus         
supplement as the Group I Mortgage Loans, have been further divided into five   
loan groups designated as loan group I-1, loan group I-2, loan group I-3, loan  
group I-4 and loan group I-5. The mortgage loans to be included in loan group   
I-1 are referred to in this prospectus supplement as the Group I-1 Mortgage     
Loans, the mortgage loans to be included in loan group I-2 are referred to in   
this prospectus supplement as the Group I-2 Mortgage Loans, the mortgage loans  
to be included in loan group I-3 are referred to in this prospectus supplement  
as the Group I-3 Mortgage Loans, the mortgage loans to be included in loan group
I-4 are referred to in this prospectus supplement as the Group I-4 Mortgage     
Loans and the mortgage loans to be included in loan group I-5 are referred to in
this prospectus supplement as the Group I-5 Mortgage Loans.                     

The mortgage loans in Collateral Pool II, referred to in this prospectus        
supplement as the Group II Mortgage Loans relate only to classes of certificates
that are not offered by this prospectus supplement.                             

The Group I Mortgage Loans will consist of approximately 2,089 adjustable rate  
mortgage loans with mortgage rates that adjust every six months or twelve months
commencing at the end of an initial fixed-rate period of one year, two years,   
three years, five years, or seven years. Approximately 88.37% of the Group I    
Mortgage Loans have an interest-only period of three years, five years, seven   
years or ten years following origination. The Group I Mortgage Loans will have  
an aggregate outstanding principal balance as of the cut-off date of            
approximately $561,461,908, 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%.                                                   

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

Group I Mortgage Loans                                                          

Number of mortgage loans                2,089                                   

Range of mortgage rates:          2.875% to 8.125%                              

Weighted average mortgage                                                       
rate:                                  6.127%                                   

Range of gross margins:           2.250% to 3.125%                              

Weighted average gross margin:         2.490%                                   

Range of minimum mortgage                                                       
rates:                            2.250% to 7.000%                              

Weighted average minimum                                                        
mortgage rate:                         2.491%                                   

Range of maximum mortgage                                                       
rates:                            6.875% to 13.500%                             

Weighted average maximum                                                        
mortgage rate:                        11.414%                                   

Weighted average next                                                           
adjustment date:                     June 2010                                  

Weighted average remaining                                                      
term:                                358 months                                 

Weighted average original                                                       
term to maturity:                    360 months                                 

Range of principal balances:   $30,000 to $1,498,633                            

Average principal balance:           $268,771                                   

Range of loan-to-value ratios                                                   
at origination:                   7.97% to 100.00%                              

Weighted average loan-to-value                                                  
ratio at origination:                 77.78%                                    

Geographic concentration in                                                     
excess of 5%:                                                                   
California       34.13%             
Virginia          8.83%             
Maryland          7.37%             
Florida           5.78%             

The Group I-1 Mortgage Loans will consist of adjustable-rate mortgage loans with
mortgage rates that adjust every six months or twelve months commencing at the  
end of an initial fixed-rate period of one year, two years or three years       
following origination. Approximately 91.28% of the Group I-1 Mortgage Loans have
an interest-only period of three years or ten years following origination. The  
Group I-1 Mortgage Loans will have an aggregate outstanding principal balance as
of the cut-off date of approximately $113,454,805, 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-1 Mortgage will
have principal balances that conform to Fannie Mae and Freddie Mac loan limits. 

The Group I-1 Mortgage Loans will have the following approximate characteristics
as of the cut-off date:                                                         

Group I-1 Mortgage Loans                                                        

Number of mortgage loans                523                                     

Range of mortgage rates:          2.875% to 7.500%                              

Weighted average mortgage                                                       
rate:                                  5.982%                                   

Range of gross margins:           2.250% to 3.125%                              

Weighted average gross margin:         2.510%                                   

Range of minimum mortgage                                                       
rates:                            2.250% to 7.000%                              

Weighted average minimum                                                        
mortgage rate:                         2.516%                                   

Range of maximum mortgage                                                       
rates:                            6.875% to 13.500%                             

Weighted average maximum                                                        
mortgage rate:                        11.851%                                   

Weighted average next                                                           
adjustment date:                   September 2008                               

Weighted average remaining                                                      
term:                               358 months                                  

Weighted average original                                                       
term to maturity:                   360 months                                  

Range of principal balances:   $38,000 to $472,000                              

Average principal balance:          $216,931                                    

Range of loan-to-value ratios                                                   
at origination:                   7.97% to 100.00%                              

Weighted average loan-to-value                                                  
ratio at origination:                 78.90%                                    

Geographic concentration in                                                     
excess of 5%:                                                                   
California      23.38%              
Nevada           7.74%              
Virginia         7.74%              
Florida          7.22%              
Arizona          5.77%              
Maryland         5.72%              
Michigan         5.19%              

The Group I-2 Mortgage Loans will consist of adjustable-rate mortgage loans with
mortgage rates that adjust every six months or twelve months commencing at the  
end of an initial                                                               

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fixed-rate period of two years or three years following origination.            
Approximately 92.62% of the Group I-2 Mortgage Loans have an interest-only      
period of three years or ten years following origination. The Group I-2 Mortgage
Loans will have an aggregate outstanding principal balance as of the cut-off    
date of approximately $72,792,662, 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-2 Mortgage Loans will have principal  
balances that will not conform to Fannie Mae and Freddie Mac loan limits.       

The Group I-2 Mortgage Loans will have the following approximate characteristics
as of the cut-off date:                                                         

Group I-2 Mortgage Loans                                                        

Number of mortgage loans                145                                     

Range of mortgage rates:          4.750% to 7.625%                              

Weighted average mortgage                                                       
rate:                                  6.099%                                   

Range of gross margins:           2.250% to 3.000%                              

Weighted average gross margin:         2.518%                                   

Range of minimum mortgage                                                       
rates:                            2.250% to 3.000%                              

Weighted average minimum                                                        
mortgage rate:                        2.518%                                    

Range of maximum mortgage                                                       
rates:                           10.625% to 13.500%                             

Weighted average maximum                                                        
mortgage rate:                        11.961%                                   

Weighted average next                                                           
adjustment date:                    August 2008                                 

Weighted average remaining                                                      
term:                               358 months                                  

Weighted average original term                                                  
to maturity:                        360 months                                  

Range of principal balances:       $360,000 to $1,176,500                       

Average principal balance:            $502,018                                  

Range of loan-to-value                                                          
ratios at origination:             57.44% to 95.00%                             

Weighted average loan-to-value                                                  
ratio at origination:                 78.54%                                    

Geographic concentration in                                                     
excess of 5%:                                                                   
California       64.98%             
Virginia          8.32%             

The Group I-3 Mortgage Loans will consist of adjustable-rate mortgage loans with
mortgage rates that adjust every six months or twelve months commencing at the  
end of an initial fixed-rate period of five years following origination.        
Approximately 84.27% of the Group I-3 Mortgage Loans have an interest-only      
period of five years or ten years following origination. The Group I-3 Mortgage 
Loans will have an aggregate outstanding principal balance as of the cut-off    
date of approximately $177,300,284, 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-3 Mortgage will have principal        
balances that conform to Fannie Mae and Freddie Mac loan limits. The Group I-3  
Mortgage Loans will have the following approximate characteristics as of the    
cut-off date:                                                                   

Group I-3 Mortgage Loans                                                        

Number of mortgage loans                868                                     

Range of mortgage rates:          4.775% to 7.625%                              

Weighted average mortgage                                                       
rate:                                  6.161%                                   

Range of gross margins:           2.250% to 2.750%                              

Weighted average gross margin:         2.488%                                   

Range of minimum mortgage                                                       
rates:                            2.250% to 2.750%                              

Weighted average minimum                                                        
mortgage rate:                         2.489%                                   

Range of maximum mortgage                                                       
rates:                            9.775% to 12.625%                             

Weighted average maximum                                                        
mortgage rate:                        11.161%                                   

Weighted average next                                                           
adjustment date:                    September 2010                              

Weighted average remaining                                                      
term:                                 358 months                                

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Weighted average original                                                       
term to maturity:                     360 months                                

Range of principal balances:    $40,000 to $457,600                             

Average principal balance:            $204,263                                  

Range of loan-to-value ratios                                                   
at origination:                  14.50% to 100.00%                              

Weighted average loan-to-value                                                  
ratio at origination:                  78.00%                                   

Geographic concentration in                                                     
excess of 5%:                                                                   
California     17.85%             
Maryland        9.42%             
Virginia        7.59%             
Florida         7.48%             
Arizona         6.59%             
New Jersey      5.43%             
Michigan        5.18%             

The Group I-4 Mortgage Loans will consist of adjustable-rate mortgage loans with
mortgage rates that adjust every six months or twelve months commencing at the  
end of an initial fixed-rate period of five years following origination.        
Approximately 91.36% of the Group I-4 Mortgage Loans have an interest-only      
period of five years or ten years following origination. The Group I-4 Mortgage 
Loans will have an aggregate outstanding principal balance as of the cut-off    
date of approximately $88,972,018, 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-4 Mortgage Loans will have principal  
balances that will not conform to Fannie Mae and Freddie Mac loan limits.       

The Group I-4 Mortgage Loans will have the following approximate characteristics
as of the cut-off date:                                                         

Group I-4 Mortgage Loans                                                        

Number of mortgage loans                180                                     

Range of mortgage rates:          5.000% to 7.625%                              

Weighted average mortgage                                                       
rate:                                  6.163%                                   

Range of gross margins:           2.250% to 2.750%                              

Weighted average gross margin:         2.385%                                   

Range of minimum mortgage                                                       
rates:                            2.250% to 2.750%                              

Weighted average minimum                                                        
mortgage rate:                         2.385%                                   

Range of maximum mortgage                                                       
rates:                           10.000% to 12.625%                             

Weighted average maximum                                                        
mortgage rate:                        11.163%                                   

Weighted average next                                                           
adjustment date:                    October 2010                                

Weighted average remaining                                                      
term:                                358 months                                 

Weighted average original                                                       
term to maturity:                    360 months                                 

Range of principal balances:    $115,906 to $999,998                            

Average principal balance:            $494,289                                  

Range of loan-to-value ratios                                                   
at origination:                   43.39% to 95.00%                              

Weighted average loan-to-value                                                  
ratio at origination:                 76.95%                                    

Geographic concentration in                                                     
excess of 5%:                                                                   

California      57.67%              
Virginia         8.46%              
Maryland         7.93%              

The Group I-5 Mortgage Loans will consist of adjustable-rate mortgage loans with
mortgage rates that adjust every six months or twelve months commencing at the  
end of an initial fixed-rate period of seven years following origination.       
Approximately 86.72% of the Group I-5 Mortgage Loans have an interest-only      
period of seven years or ten years following origination. The Group I-5 Mortgage
Loans will have an aggregate outstanding principal balance as of the cut-off    
date of approximately $108,942,137, 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-5 Mortgage Loans consist of mortgage  
loans with principal balances that may or may not conform to Fannie Mae and     
Freddie Mac loan limits.                                                        

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The Group I-5 Mortgage Loans will have the following approximate characteristics
as of the cut-off date:                                                         

Group I-5 Mortgage Loans                                                        

Number of mortgage loans                373                                     

Range of mortgage rates:          5.125% to 8.125%                              

Weighted average mortgage              6.213%                                   
rate:                                                                           

Range of gross margins:           2.250% to 2.750%                              

Weighted average gross margin:         2.539%                                   

Range of minimum mortgage                                                       
rates:                            2.250% to 2.750%                              

Weighted average minimum                                                        
mortgage rate:                         2.539%                                   

Range of maximum mortgage                                                       
rates:                           10.125% to 13.125%                             

Weighted average maximum                                                        
mortgage rate:                        11.213%                                   

Weighted average next                                                           
adjustment date:                    October 2012                                

Weighted average remaining                                                      
term:                                358 months                                 

Weighted average original                                                       
term to maturity:                    360 months                                 

Range of principal balances:     $30,000 to $1,498,633                          

Average principal balance:            $292,070                                  

Range of loan-to-value ratios                                                   
at origination:                    28.87% to 100.00%                            

Weighted average loan-to-value                                                  
ratio at origination:                  76.40%                                   

Geographic concentration in                                                     
excess of 5%:                                                                   

California       31.99%             
Virginia         12.61%             
Maryland         7.10%              
Florida          6.23%              
Illinois         5.26%              

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.                            

Non-Offered Certificates. The Group I Non-Offered Subordinate Certificates and  
the Group II Certificates.                                                      

Offered Certificates. The Senior Certificates and the Group I Offered           
Subordinate Certificates.                                                       

Senior Certificates. The Class A Certificates and the Class I-R Certificates.   

Class A Certificates. The Class I-A1A Certificates, Class I-A2A Certificates,   
Class I-A12B Certificates, Class I-A3A Certificates, Class I-A4A Certificates,  
Class I-A34B Certificates, Class I-A5A Certificates and Class I-A5B             
Certificates.                                                                   

Group I Offered Subordinate Certificates. The Class I-B1 Certificates, Class    
I-B2 Certificates and Class I-B3 Certificates.                                  

Group I Non-Offered Subordinate Certificates. The Class I-B4 Certificates, Class
I-B5 Certificates and Class I-B6 Certificates.                                  

Subordinate Certificates. The Group I Offered Subordinate Certificates and the  
Group I Non-Offered Subordinate Certificates.                                   

Residual Certificates. The Class I-R Certificates.                              

Class P Certificates. The Class I-P Certificates.                               

Super Senior Certificates: The Class I-A1A Certificates, Class I-A2A            
Certificates, Class I-A3A Certificates, Class I-A4A Certificates and Class I-A5A
Certificates.                                                                   

Senior Support Certificates: The Class I-A12B Certificates, Class I-A34B        
Certificates and Class I-A5B Certificates. The Class I-A12B Certificates are    
comprised of the I-A1B Component and the I-A2B Component. The Class I-A34B      
Certificates are comprised of the I-A3B Component and the I-A4B Component.      

References in this prospectus supplement to the "Certificate Principal Balance  
of the related Senior Support Certificates or Component Principal Balance of the
related Senior Support                                                          

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Component, as applicable" shall mean, with respect to the Group I-1 Mortgage    
Loans, the Component Principal Balance of the I-A1B Component; with respect to  
the Group I-2 Mortgage Loans, the Component Principal Balance of the I-A2B      
Component; with respect to the Group I-3 Mortgage Loans, the Component Principal
Balance of the I-A3B Component; with respect to the Group I-4 Mortgage Loans,   
the Component Principal Balance of the I-A4B Component; and with respect to the 
Group I-5 Mortgage Loans, the Certificate Principal Balance of the Class I-A5B  
Certificates.                                                                   

References in this prospectus supplement to the "Senior Support Certificates or 
Senior Support Component, as applicable" shall mean, with respect to the Group  
I-1 Mortgage Loans, the I-A1B Component; with respect to the Group I-2 Mortgage 
Loans, the I-A2B Component; with respect to the Group I-3 Mortgage Loans, the   
I-A3B Component; with respect to the Group I-4 Mortgage Loans, the I-A4B        
Component; and with respect to the Group I-5 Mortgage Loans, the Class I-A5B    
Certificates.                                                                   

Senior Support Components: The I-A1B Component, I-A2B Component, I-A3B Component
and I-A4B Component.                                                            

Group I Certificates. The Senior Certificates, the Subordinate Certificates and 
the Class I-P Certificates.                                                     

Group II Certificates. The certificates that relate to Collateral Pool II. The  
Group II Certificates are not being offered by this prospectus supplement.      

The Class I-A1A Certificates and the I-A1B Component generally will represent   
senior interests in the Group I-1 Mortgage Loans. The Class I-A2A Certificates  
and the I-A2B Component generally will represent senior interests in the Group  
I-2 Mortgage Loans. The Class I-A12B Certificates generally will represent      
senior interests in the Group I-1 Mortgage Loans and the Group I-2 Mortgage     
Loans. The Class I-A3A Certificates and the I-A3B Component generally will      
represent senior interests in the Group I-3 Mortgage Loans. The Class I-A4A     
Certificates and the I-A4B Component generally will represent senior interests  
in the Group I-4 Mortgage Loans. The Class I-A34B Certificates generally will   
represent senior interests in the Group I-3 Mortgage Loans and the Group I-4    
Mortgage Loans. The Class I-A5A Certificates and the Class I-A5B Certificates   
generally will represent senior interests in the Group I-5 Mortgage Loans. The  
Class I-B1 Certificates, Class I-B2 Certificates, Class I-B3 Certificates, Class
I-B4 Certificates, Class I-B5 Certificates and Class I-B6 Certificates will     
represent subordinate interests in all the Group I Mortgage Loans. The Class I-R
Certificates will represent senior interests in the Group I-1 Mortgage Loans and
residual interests in the REMICs that relate to Collateral Pool I.              

The pass-through rate for each class of certificates shown in the table on S-5  
of this prospectus supplement as having a variable pass-through rate will be    
variable and will be calculated for each distribution date as described under   
"Description of the Certificates--Pass-Through Rates" in this prospectus        
supplement.                                                                     

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

The Offered Certificates other than the Residual Certificates will initially be 
represented by one or more global certificates registered in the name of Cede & 
Co., as 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 Residual Certificates will be offered in registered, certificated form, in  
minimum denominations of $20 and integral multiples thereof.                    

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The Group I Non-Offered Subordinate Certificates are not being offered by this  
prospectus supplement. The Group I Non-Offered Subordinate Certificates will    
have in the aggregate an initial certificate principal balance of approximately 
$10,668,707, evidencing an aggregate initial undivided interest in the Group I  
Mortgage Loans of approximately 1.90%. The Group I Non-Offered Subordinate      
Certificates will be sold by the depositor to Citigroup Global Markets Inc. on  
the closing date.                                                               

The Group II Certificates are not being offered by this prospectus supplement.  
The Group II Certificates represent interests only in the Group II Mortgage     
Loans. Under no circumstances will the Group I Certificates receive             
distributions from the Group II Mortgage Loans and under no circumstances will  
the Group II Certificates receive distributions from the Group I Mortgage Loans.
Under no circumstances will losses on the Group II Mortgages Loans be allocated 
to the Group I Certificates and under no circumstances will losses on the Group 
I Mortgage Loans be allocated to the Group II Certificates.                     

The Class I-P Certificates are not being offered by this prospectus supplement. 
The Class I-P Certificates will have an initial certificate principal balance of
$100 and will not be entitled to distributions in respect of interest. The Class
I-P Certificates will be entitled to all prepayment premiums or charges received
in respect of the Group I Mortgage Loans. The Class I-P 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 Offered   
Certificates will consist of subordination as described below and under         
"Description of the Certificates--Allocation of Losses; Subordination" in this  
prospectus supplement and, to the limited extent described herein,              
cross-collateralization as described under "Description of the                  
Certificates--Cross-Collateralization."                                         

Subordination. The rights of the holders of the Subordinate Certificates to     
receive distributions will be subordinated to the rights of the holders of the  
Senior Certificates to the extent described under "Description of the           
Certificates--Allocation of Losses; Subordination" in this prospectus           
supplement. Further, the rights of the holders of the Subordinate Certificates  
with higher numerical class designations to receive distributions will be       
subordinated to the rights of holders of Subordinate Certificates with lower    
numerical class designations, in each case to the extent described under        
"Description of the Certificates--Allocation of Losses; Subordination" in this  
prospectus supplement.                                                          

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

Allocation of Losses. Except as described below, if Subordinate Certificates    
relating to Collateral Pool I remain outstanding, losses on the mortgage loans  
included in that collateral pool will be allocated first to the related class of
Subordinate Certificates then outstanding with the lowest distribution priority,
and the other related classes of Subordinate Certificates and related Senior    
Certificates will not bear any portion of these losses. Losses on the mortgage  
loans in Collateral Pool I due to natural disasters such as floods and          
earthquakes, fraud by a mortgagor, bankruptcy of a mortgagor or other           
extraordinary events will be allocated to the Subordinate Certificates as       
described above only up to specified amounts. A portion of such losses in excess
of the specified amount will be allocated to the related Class A Certificates.  
Therefore, the related Subordinate Certificates do not act as credit enhancement
for these losses.                                                               

If no Subordinate Certificates relating to Collateral Pool I remain outstanding,
realized losses on the Group I-1 Mortgage Loans will be allocated first to the  
Class I-A12B Certificates, to the extent of the component principal balance     

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of the I-A1B Component, and then to the Class I-A1A Certificates. Realized      
losses on the Group I-2 Mortgage Loans will be allocated first to the Class     
I-A12B Certificates, to the extent of the component principal balance of the    
I-A2B Component, and then to the Class I-A2A Certificates. Realized losses on   
the Group I-3 Mortgage Loans will be allocated first to the Class I-A34B        
Certificates, to the extent of the component principal balance of the I-A3B     
Component, and then to the Class I-A3A Certificates. Realized losses on the     
Group I-4 Mortgage Loans will be allocated first to the Class I-A34B            
Certificates, to the extent of the component principal balance of the I-A4B     
Component, and then to the Class I-A4A Certificates. Realized losses on the     
Group I-5 Mortgage Loans will be allocated first to the Class I-A5B Certificates
and then to the Class I-A5A Certificates.                                       

Once realized losses are allocated to a class of certificates, the certificate  
principal balance of that class will be reduced by the amounts so allocated. The
amounts of realized losses allocated to the certificates will no longer accrue  
interest nor will these amounts be reinstated thereafter. However, in the event 
that realized losses on a mortgage loan are subsequently recovered from the     
proceeds of such mortgage loan, the certificate principal balance of the most   
senior classes remaining outstanding to which realized losses have been         
allocated may be increased. See "Description of the Certificates--Allocation of 
Losses; Subordination" in this prospectus supplement.                           

CROSS-COLLATERALIZATION                                                         

In certain limited circumstances, certain amounts received on the Group I       
Mortgage Loans in a loan group within Collateral Pool I may be available to     
distribute interest and principal due on the Class A Certificates related to    
another loan group in Collateral Pool I. See "Description of the Certificates-- 
Cross-Collateralization" in this prospectus supplement.                         

P&I ADVANCES                                                                    

The servicers are required to advance delinquent payments of principal and      
interest on the mortgage loans, subject to the limitations described under      
"Description of the Certificates --P&I Advances." To the extent provided in the 
pooling and servicing agreement, the master servicer will be obligated to make  
any required delinquency advances that any servicer is required to make under   
the related servicing agreement if the servicer fails to do so. The servicers   
and master servicer are entitled to be reimbursed for these advances, and       
therefore these advances are not a form of credit enhancement. 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 seller or, if the seller fails to exercise such option, the  
master servicer, may purchase all of the mortgage loans in Collateral Pool I,   
together with any properties in respect of the mortgage loans in that collateral
pool acquired on behalf of the trust, and thereby effect termination and early  
retirement of the related certificates, after the aggregate principal balance of
the mortgage loans in that collateral pool and properties acquired in respect of
the mortgage loans in that collateral pool has been reduced to less than 10% of 
the aggregate principal balance of the mortgage loans in that collateral pool as
of the cut-off date. See "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 as one or more real estate
mortgage investment conduits --REMICs-- for federal income tax purposes. See    
"Federal Income Tax Consequences" in this prospectus supplement and in the      
prospectus.                                                                     

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RATINGS                                                                         

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

OFFERED CERTIFICATES     S&P      MOODY'S                                       

Class I-A1A              AAA        Aaa                                         
Class I-A2A              AAA        Aaa                                         
Class I-A12B             AAA        Aaa                                         
Class I-A3A              AAA        Aaa                                         
Class I-A4A              AAA        Aaa                                         
Class I-A34B             AAA        Aaa                                         
Class I-A5A              AAA        Aaa                                         
Class I-A5B              AAA        Aaa                                         
Class I-B1                AA        Aa2                                         
Class I-B2                A          A2                                         
Class I-B3               BBB        Baa2                                        
Class I-R                AAA        (1)                                         
-------------                                                                   
(1) Not rated by this rating agency.                                            

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     
Residual Certificates do not address the likelihood of receipt by the holders of
such certificates of any amounts in excess of the initial certificate balance   
thereof and interest thereon. See "Yield on the Certificates" and "Ratings" in  
this prospectus supplement and "Yield Considerations" in the prospectus.        

LEGAL INVESTMENT                                                                

The Senior Certificates and the Class I-B1 Certificates will constitute         
"mortgage related securities" for purposes of the Secondary Mortgage Market     
Enhancement Act of 1984, or SMMEA, for so long as they are rated not lower than 
the second highest rating category by one or more nationally recognized         
statistical rating organizations and, as such, will be legal investments for    
certain entities to the extent provided in SMMEA and applicable state laws.     

The other classes of Offered Certificates will not constitute "mortgage related 
securities" for purposes of 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 (other than the Residual Certificates), and the
servicing and operation of asset pools such as the mortgage pool, provided that 
certain conditions are satisfied. See "ERISA Considerations" in this prospectus 
supplement and "Considerations For Benefit Plan Investors" 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.    

INTEREST ONLY MORTGAGE LOANS WILL AFFECT THE YIELD AND WEIGHTED AVERAGE LIVES OF
THE GROUP I CERTIFICATES.                                                       

     Approximately 91.28% of the Group I-1 Mortgage Loans, approximately
92.62% of the Group I-2 Mortgage Loans, approximately 84.27% of the Group I-3   
Mortgage Loans, approximately 91.36% of the Group I-4 Mortgage Loans and        
approximately 86.72% of the Group I-5 Mortgage Loans (in each case by aggregate 
principal balance of the related loan group as of the cut-off date) require the 
borrowers to make monthly payments only of accrued interest for the first three 
years, five years, seven years or ten years 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. When the monthly payment increases, the related
borrower may have an inability or aversion to paying the increased amount and   
may default or may refinance the related mortgage loan to avoid the higher      
payment. Because no principal payments are required on such mortgage loans      
during such interest only period, the related 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 yield on an investment in any Offered    
Certificates that are purchased at a discount.                                  

THE YIELD ON THE OFFERED CERTIFICATES WILL BE AFFECTED BY CHANGES IN THE        
MORTGAGE RATES OF THE MORTGAGE LOANS.                                           

      The mortgage loans in Collateral Pool I are adjustable-rate mortgage
loans. After an initial fixed-rate period of one year, two years or three years,
each Group I-1 Mortgage Loan provides for semi-annual or annual adjustments to  
the mortgage rate thereon. After an initial fixed-rate period of two years or   
three years, each Group I-2 Mortgage Loan provides for semi-annual or annual    
adjustments to the mortgage rate thereon. After an initial fixed-rate period of 
five years, each Group I-3 Mortgage Loan and each Group I-4 Mortgage Loan       
provides for semi-annual or annual adjustments to the mortgage rate thereon.    
After an initial fixed-rate period of seven years, each Group I-5 Mortgage Loan 
provides for semi-annual or annual adjustments to the mortgage rate thereon. The
mortgage rate on each adjustable-rate mortgage loan will adjust to equal the sum
of an index and a margin. Mortgage rate adjustments on the Group I Mortgage     
Loans, however, may be subject to limitations stated in the mortgage note with  
respect to increases and decreases for any adjustment (i.e., a "periodic cap"). 
In addition, the mortgage rate of each adjustable-rate mortgage loan will be    
subject to an overall maximum and minimum interest rate.                        

     With respect to the Offered Certificates, the pass-through rate for
each class and each distribution date is derived from the weighted average of   
the mortgage rates of the related mortgage loans. The weighted average mortgage 
rate of the mortgage loans in any loan group may increase or decrease at any    
time as a result of, among other factors, prepayments or liquidations of related
mortgage loans having higher or lower mortgage rates and, in the case of        
adjustable-rate mortgage loans, the dates of first adjustment and subsequent    
adjustments, the gross margins, any applicable periodic cap or lifetime rate    
change limitations. Each Group I Mortgage Loan has a minimum mortgage rate and a
maximum mortgage rate. In some cases, the minimum mortgage rate may be the      
applicable gross margin. In the event that, despite prevailing market interest  
rates, the mortgage rate on any adjustable-rate mortgage loan                   

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cannot increase due to a maximum mortgage rate limitation or a periodic cap, the
yield on the related certificates could be adversely affected.                  

SIMULTANEOUS SECOND LIEN RISK.                                                  

       With respect to approximately 54.22% of the Group I-1 Mortgage Loans,
approximately 73.88% of the Group I-2 Mortgage Loans, approximately 46.81% of   
the Group I-3 Mortgage Loans, approximately 44.98% of the Group I-4 Mortgage    
Loans and approximately 46.18% of the Group I-5 Mortgage Loans (in each case, by
aggregate principal balance of the related loan group as of the cut-off date),  
at the time of origination of the first lien mortgage loan, as reported by the  
related originator, the related originator or another originator also originated
a second lien mortgage loan which is not included in the trust.                 

    The weighted average loan-to-value ratio of such mortgage loans at
origination is approximately 78.90% (with respect to such Group I-1 Mortgage    
Loans), approximately 78.54% (with respect to such Group I-2 Mortgage Loans),   
approximately 78.00% (with respect to such Group I-3 Mortgage Loans),           
approximately 76.95% (with respect to such Group I-4 Mortgage Loans) and        
approximately 76.40% (with respect to such Group I-5 Mortgage Loans).           

    The weighted average combined loan-to-value ratio of such mortgage
loans (including the second lien) is approximately 96.57% (with respect to such 
Group I-1 Mortgage Loans), approximately 96.40% (with respect to such Group I-2 
Mortgage Loans), approximately 95.90% (with respect to such Group I-3 Mortgage  
Loans), approximately 94.49% (with respect to such Group I-4 Mortgage Loans) and
approximately 93.67% (with respect to such Group I-5 Mortgage Loans).           

   With respect to such mortgage loans, foreclosure frequency may be
increased relative to mortgage loans that were originated without a simultaneous
second lien since mortgagors have less equity in the mortgaged property. In     
addition, the related servicer may declare a default on the second lien loan,   
even though the first lien is current which would constitute a default on the   
first lien loan. Investors should also note that any mortgagor under any        
mortgage loan may obtain secondary financing at any time subsequent to the date 
of origination of their first lien mortgage loan from the originator of such    
first lien mortgage loan or from any other lender.                              

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 Group I 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 11.63% of the Group I-1 Mortgage Loans, approximately
5.78% of the Group I-2 Mortgage Loans, approximately 12.62% of the Group I-3    
Mortgage Loans, approximately 5.54% of the Group I-4 Mortgage Loans and         
approximately 8.94% of the Group I-5 Mortgage Loans (in each case by aggregate  
principal balance of the related loan group as of the Cut-off Date) have an     
original loan-to-value ratio in excess of 80.00%. None of the Group I Mortgage  
Loans has an original loan-to-value ratio exceeding 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             

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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     
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. 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. Even if the determination of value   
used in the calculation of the loan-to-value ratio accurately reflected the     
actual value of the mortgaged property at the time of origination, the Depositor
has not independently verified whether any such value determined at origination 
reflects the value of the related mortgaged property as of the cut-off date. See
"The Mortgage Pool--General" in this prospectus supplement.                     

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

    The charts presented under "Summary of Prospectus Supplement-- The
Mortgage Loans" list the states with the highest concentrations of mortgage     
loans. The conditions below will have a disproportionate impact on the mortgage 
loans in general:                                                               

          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 RISK.                                                                 

        Various hurricanes during the 2005 hurricane season may have adversely
affected mortgaged properties located in the southeastern United States. The    
seller will make a representation and warranty that no mortgaged property is    
subject to any material damage as of the closing date. In the event that a      
mortgaged property is materially damaged as of the closing date due to any of   
these hurricanes and such damage materially adversely affects the value or the  
interests of the certificateholders in such mortgage loan, the seller will be   
required to cure such breach, repurchase the related mortgage loan from the     
trust or substitute for the related mortgage loan. Damages to mortgaged         
properties as a result of hurricanes occurring during the 2005 hurricane season 
may or may not be covered by the related hazard insurance policies. We do not   
know how many mortgaged properties included in the mortgage pool have been or   
may be affected by hurricanes during the 2005 hurricane season. In addition, no 
assurance can be given as to the effect of these events on the rate of          
delinquencies and losses on the mortgage loans secured by mortgaged properties  
that were or may be affected by hurricanes during the 2005 hurricane season. Any
adverse impact as a result of these events may be borne by the                  
certificateholders, particularly if the seller fails to remedy a breach of the  
above-mentioned representation and warranty. Any repurchase of any mortgage     
loans will have the same effect on the certificateholders as a prepayment of    
those mortgage loans.                                                           

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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
depositor, the master servicer, any servicer, 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 depositor, the master servicer, any        
servicer, 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 depositor, the master servicer, any servicer, 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.                                                                   

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
master servicer, any servicer 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.                                         

CROSS-COLLATERALIZATION OF THE CLASS A CERTIFICATES MAY AFFECT THE DISTRIBUTIONS
ON THOSE CERTIFICATES.                                                          

       Interest and principal will generally be distributable on the Class A
Certificates out of amounts collected in respect of the related loan group.     
However, with respect to Collateral Pool I, if the Class A Certificates relating
to a loan group are undercollateralized by such loan group, the                 
cross-collateralization of the Class A Certificates relating to such collateral 
pool will generally result in an entitlement of such undercollateralized Class A
Certificates to receive an amount equal to interest on such undercollateralized 
amount from payments on the mortgage loans in the unrelated loan groups within  
the same collateral pool. No amounts in respect of any undercollateralized      
amount, other than interest thereon, will be distributed to any Class A         
Certificates related to Collateral Pool I until the certificate principal       
balances of the Class A Certificates that are related to one or more loan groups
in Collateral Pool I and that are not undercollateralized have been reduced to  
zero. Losses on the mortgage loans in any loan group within Collateral Pool I   
will be allocated to the most subordinate then-outstanding class of related     
Subordinate Certificates. Investors should note that on any distribution date on
which the Subordinate Certificates relating to Collateral Pool I are no longer  
outstanding, any losses on the mortgage loans in a loan group within such       
collateral pool will be allocated to the Class A Certificates (in the order     
described herein) relating to such loan group, without regard to any entitlement
of any other class or classes.                                                  

        For Collateral Pool I and the related certificates, the credit support
provided to holders of the related Senior Certificates by the subordination of  
the related Subordinate Certificates and to the holders of the Group I Offered  
Subordinate Certificates by the subordination of the Group I Non-Offered        
Subordinate Certificates will be on an aggregate basis, and losses on the       
mortgage loans in any loan group within such collateral pool will be allocated  
to the most subordinate then outstanding class of related Subordinate           
Certificates for so long as any related Subordinate Certificates are            
outstanding. Thus, it is possible that a disproportionately high rate of losses 
on one loan group of mortgage loans within Collateral Pool I could exhaust a    
disproportionately high amount, or the entire amount, of credit support provided
by the related Subordinate Certificates for the benefit of the related Senior   
Certificates, thereby reducing or eliminating the protection available to       
holders of classes of certificates that relate to a better performing loan group
within such collateral pool.                                                    

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Furthermore, payments on mortgage loans of a loan group within
Collateral Pool I which would otherwise be distributable on the related         
Subordinate Certificates may be diverted to the unrelated class of Class A      
Certificates relating to such collateral pool, and the related Senior           
Percentage, as well as the related Senior Prepayment Percentage and Senior      
Principal Distribution Amount, for the Class A Certificates relating to each    
loan group within such collateral pool may be calculated on an aggregate basis  
rather than with respect to each such loan group, in each case, under certain   
limited circumstances described herein.                                         

     Under no circumstance will amounts received on the Group I Mortgage
Loans be available to pay interest or principal on the Group II Certificates and
under no circumstance will amounts received on the Group II Mortgage Loans be   
available to pay interest or principal on the Group I Certificates. In no event 
will losses on the Group I Mortgage Loans be allocated to any of the Group II   
Certificates and in no event will losses on the Group II Mortgage Loans be      
allocated to any of the Group I Certificates.                                   

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

    The rate and timing of distributions allocable to principal on the
Class A Certificates and Subordinate Certificates will depend, in general, on   
the rate and timing of principal payments (including prepayments and collections
upon defaults, liquidations and repurchases) on the related mortgage loans. As  
is the case with mortgage pass-through certificates generally, the Class A      
Certificates and Subordinate Certificates are subject to substantial inherent   
cash-flow uncertainties because the related mortgage loans may be prepaid at any
time.                                                                           

      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 in the related loan group or related loan groups will result 
in a reduced rate of return of principal to investors in the related Class A    
Certificates then entitled to principal distributions and after a lockout period
the Subordinate Certificates at a time when reinvestment at such 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 in the related loan group or loan 
groups will result in a greater rate of return of principal to investors in the 
related Class A Certificates and after a lockout period the Subordinate         
Certificates at a time when reinvestment at comparable yields may not be        
possible.                                                                       

       Except as otherwise described herein, distributions of principal will
be made to the classes of Offered Certificates according to the priorities      
described herein, rather than on a pro rata basis among such classes. The timing
and commencement of principal distributions and the weighted average life of    
each such class of certificates will be affected by the rates of prepayment on  
the related mortgage loans experienced both before and after the commencement of
principal distributions on such class.                                          

       As described in this prospectus supplement, prior to the distribution
date in January 2013, all principal prepayments on the mortgage loans in any    
loan group within Collateral Pool I will be allocated to the related Class A    
Certificates, if those certificates are still outstanding. Thereafter, during   
certain periods, subject to loss and delinquency criteria, the related Group I  
Senior Prepayment Percentage may continue to be disproportionately large,       
relative to the related Group I Senior Percentage for the related Class A       
Certificates, and the percentage of principal prepayments distributable to the  
related Subordinate Certificates may continue to be disproportionately small. To
the extent that no principal prepayments or a disproportionately small          
percentage of principal prepayments are distributed on the Subordinate          
Certificates, the subordination afforded to the related Senior Certificates by  
such Subordinate Certificates, in the absence of losses allocated to such       
Subordinate Certificates, will be increased. Notwithstanding the foregoing, if  
the Aggregate Subordinate Percentage for the Subordinate Certificates relating  
to Collateral                                                                   

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Pool I is equal to or greater than two times the Aggregate Subordinate          
Percentage for such Subordinate Certificates on the closing date, such          
Subordinate Certificates will be entitled to receive distributions allocable to 
principal based on a larger percentage of principal prepayments on the related  
mortgage loans.                                                                 

       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, in
general, on:                                                                    

        o   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 balances of the Class A Certificates and
Subordinate Certificates, as well as other factors; 

   o   in the case of each class of certificates having a variable
            pass-through rate, the applicable pass-through rate thereon from
time to time;                                       

o   the applicable purchase price;                          

        o   adjustments to the mortgage rates of the related mortgage loans;

       o   the rate, timing and severity of realized losses on the related
   mortgage loans and the allocation thereof to reduce the
          certificate principal balances of the Class A Certificates and
              Subordinate Certificates, as well as the allocation to the Offered
Certificates of some types of interest shortfalls.  

         In general, if the Class A Certificates or Subordinate Certificates are
purchased at a premium and principal distributions on those certificates occur  
at a rate faster than anticipated 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 Class A Certificates or Subordinate Certificates are         
purchased at a discount and principal distributions on those 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.            

         The proceeds to the depositor from the sale of the Offered Certificates
were determined based on a number of assumptions, including a prepayment        
assumption of 25% CPR for the Group I Mortgage Loans, as described in this      
prospectus supplement under "Yield on the Certificates" and weighted average    
lives corresponding to that assumption. No representation is made that the      
mortgage loans will prepay at these rates or at any other rate. The yield       
assumptions for the Offered Certificates will vary as determined at the time of 
sale. See "Yield on the Certificates" in this prospectus supplement.            

     With respect to the Offered Certificates, the pass-through rate for
each such class and each distribution date is derived from the weighted average 
of the mortgage rates of the related mortgage loans. If related mortgage loans  
with relatively higher mortgage rates experience prepayments (including         
collections upon defaults, liquidations and repurchases) at a rate faster than  
that experienced by mortgage loans with relatively lower mortgage rates, the    
pass-through rates on these classes of Offered Certificates will decline.       

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THE MULTIPLE CLASS STRUCTURE OF THE OFFERED CERTIFICATES CAUSES THE YIELD OF    
CERTAIN CLASSES TO BE PARTICULARLY SENSITIVE TO CHANGES IN THE RATES OF         
PREPAYMENT OF THE RELATED MORTGAGE LOANS.                                       

Class A Certificates. The yields to maturity on the Class A   
Certificates will be sensitive to the rate and timing of principal payments     
(including prepayments and collections upon defaults, liquidations and          
repurchases) on the related mortgage loans. Prior to the Distribution Date in   
January 2017, and possibly thereafter, all or a disproportionately large        
percentage of the principal prepayments (including collections upon defaults,   
liquidations and repurchases) on the mortgage loans in the related loan group   
will be allocated to the related Class A Certificates then entitled to          
distributions of principal.                                                     

         Super Senior Certificates and Senior Support Certificates. Investors in
each class of the Senior Support Certificates should be aware that after the    
principal balance of the Subordinate Certificates have been reduced to zero,    
certain losses on the related mortgage loans otherwise allocable to the related 
class of Super Senior Certificates will be allocated to the related component of
the related class of Senior Support Certificates as described in this prospectus
supplement under "Description of the Certificates-- Allocation of Losses;       
Subordination." Therefore, the yield to maturity on each class of the Senior    
Support Certificates will be extremely sensitive to certain losses otherwise    
allocable to the related class or classes of Super Senior Certificates.         

INTEREST SHORTFALLS AND RELIEF ACT SHORTFALLS.                                  

   When a mortgage loan is prepaid in full, the mortgagor is charged
interest only up to the date on which payment is made, rather than for an entire
month. This may result in a shortfall in interest collections available for     
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       
related mortgage loans, but only in an aggregate amount each month up to the    
lesser of one half of (a) one-twelfth of the product of (i) the weighted average
servicing fee rate percentage for such mortgage loans 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.             

       GreenPoint is required to cover any shortfall in interest collections
that are attributable to prepayments in full or in part on the related mortgage 
loans, but only in an aggregate amount for each month up to the lesser of (i) an
amount which, when added to all amounts allocable to interest received in       
connection with such prepayment equals one month's interest on the amount of    
principal so prepaid at the related mortgage rate net of the related servicing  
fee and (ii) the aggregate amount of servicing compensation received by such    
servicer in respect of such mortgage loans for the applicable calendar month.   

National City is required to cover any shortfall in interest  
collections that are attributable to prepayments in full or in part on the      
related mortgage loans, but only in an amount equal to the amount of interest   
(net of the related servicing fee rate) that would have accrued on the amount of
the principal prepayment during the period commencing on the date as of which   
such principal prepayment was applied to the related mortgage loans and ending  
on the day immediately preceding the applicable due date for the next scheduled 
monthly payment.                                                                

         PHH is required to cover any shortfall in interest collections that are
attributable to prepayments in full or in part on the related mortgage loans,   
but only in an amount equal to the lesser of (i) the aggregate amount of        
shortfall in interest collections that are attributable to principal prepayments
during the related prepayment period and (ii) the total amount of servicing     
compensation that would be payable                                              

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to such servicer if no principal prepayments were made during the prepayment    
period for the applicable distribution date.                                    

        Wells Fargo is required to cover any shortfall in interest collections
that are attributable to prepayments in full or in part on the related mortgage 
loans, but only in an amount which, when added to all amounts allocable to      
interest received in connection with such prepayment, equals one month's        
interest on the amount of principal so prepaid at the related mortgage rate net 
of the related servicing fee rate.                                              

  The master servicer is required to cover any prepayment interest
shortfall which the related servicer was required to cover but which such       
servicer defaulted in its obligation to cover, but only to the extent set forth 
in the pooling and servicing agreement.                                         

       Neither the master servicer nor any servicer 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 servicers or the master servicer and any      
interest shortfalls resulting from the application of the Relief Act for any    
distribution date will be allocated among the holders of all the certificates   
relating to the applicable collateral pool on a pro rata basis based on the     
respective amounts of interest accrued on such certificates for the related     
distribution date, and therefore such kinds of interest shortfalls will not be  
covered by subordination.                                                       

THE ORIGINATORS' UNDERWRITING STANDARDS MAY AFFECT RISK OF LOSS ON THE MORTGAGE 
LOANS.                                                                          

       Some of the mortgage loans consist of a type sometimes referred to in
the mortgage loans origination industry as "Alt-A" mortgage loans which may have
been originated using underwriting standards that are less stringent than the   
underwriting standards applied by certain other first mortgage loan purchase    
programs, such as those of Fannie Mae and Freddie Mac. Alt-A mortgage loans, for
example, may have been originated with little or no documentation of borrower   
income and/or assets. Applying less stringent underwriting standards creates    
additional risks that losses on the mortgage loans will be allocated to related 
certificateholders. For more information about the underwriting standards       
applied in the origination of the mortgage loans in the mortgage pool, see "The 
Mortgage Pool--Underwriting Standards" in this prospectus supplement.           

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

      The terrorist attacks in the United States on September 11, 2001 and
other recent world events 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 each servicing agreement, the related servicer 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.              

         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 Act"                                         

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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 master servicer or the related servicer.                  

AN OPTIONAL TERMINATION OF COLLATERAL POOL I MAY ADVERSELY AFFECT THE RELATED   
CERTIFICATES.                                                                   

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

OFFERED SUBORDINATE CERTIFICATES HAVE ADDITIONAL RISKS.                         

       The protections afforded the Senior Certificates create risks for the
Offered Subordinate Certificates. Prior to any purchase of Offered Subordinate  
Certificates, consider the following factors that may adversely impact your     
yield:                                                                          

         o   Because the Offered Subordinate Certificates receive interest and
             principal distributions after distributions on the related Senior
        Certificates, there is a greater likelihood that the Offered
          Subordinate Certificates will not receive the distributions to
which they are entitled on any distribution date;   

   o   Except under the circumstances described in this prospectus
             supplement, the Offered Subordinate Certificates are not entitled
         to a full proportionate share of principal prepayments on the
           related mortgage loans until the beginning of the eleventh year
         after the closing date. In addition, if certain losses on the
       mortgage loans in a collateral pool exceed stated levels, a
          portion of the principal distribution distributable to related
      classes of the Offered Subordinate Certificates with lower
             distribution priorities may be distributed to the related classes
        of Offered Subordinate Certificates with higher distribution
priorities;                                         

        o   If the related servicer or the master servicer determines not to
        advance a delinquent payment on a mortgage loan because such
      amount is not recoverable from a mortgagor, there may be a
 shortfall in distributions on the Offered Subordinate
Certificates;                                       

          o   After extinguishing all other credit enhancement available, losses
           on the mortgage loans in a collateral pool will be allocated to
          the related Subordinate Certificates in reverse order of their
              distribution priority. A loss allocation results in a reduction of
   a certificate principal balance without a corresponding
             distribution of cash to the holder. A lower certificate principal
        balance will result in less interest accruing on the related
certificates; and                                   

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

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  The weighted average lives of, and the yield to maturity on, the
Offered Subordinate Certificates will be progressively more sensitive, in       
increasing order of their numerical class designations, to losses due to        
defaults on the related mortgage loans (and the timing thereof), to the extent  
such losses are not covered by related Subordinate Certificates with a higher   
numerical class designation. Furthermore, as described herein, the timing of    
receipt of principal and interest by any class of Subordinate Certificates may  
be adversely affected by losses on the related mortgage loans even if such class
does not ultimately bear such loss.                                             

THE RESIDUAL CERTIFICATES WILL RECEIVE LIMITED DISTRIBUTIONS OF PRINCIPAL AND   
INTEREST AND MAY HAVE SIGNIFICANT TAX LIABILITIES.                              

Holders of the Residual Certificates are entitled to receive  
distributions of principal and interest as described in this prospectus         
supplement, but the holders of such certificates are not expected to receive any
distributions after the first distribution date. In addition, holders of such   
certificates will have tax liabilities with respect to their certificates during
the early years of the term of each related REMIC that substantially exceed the 
principal and interest payable thereon during or prior to such periods. See     
"Yield on the Certificates-- Additional Yield Considerations Applicable Solely  
to the Residual Certificates" in this prospectus supplement and "Federal Income 
Tax Consequences" in this prospectus supplement and in the prospectus.          

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.                                               

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

 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 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 mortgage pool   
will be representative of the characteristics of the mortgage pool 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 aggregate, in a    
particular loan group or in a particular collateral pool, as the context        
requires, as of the cut-off date.                                               

GENERAL                                                                         

     The mortgage pool will consist of approximately 2,243 conventional,
one- to four-family, adjustable-rate and fixed-rate mortgage loans secured by   
first liens on residential real properties and having an aggregate principal    
balance as of the cut-off date of approximately $655,131,056, 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
have original terms to maturity of not greater than 30 years. Each of the       
mortgage loans in the mortgage pool will have been acquired by the seller       
directly or indirectly from the related originator.                             

        The mortgage loans are secured by first mortgages or deeds of trust or
other similar security instruments creating first liens on one- to four-family  
residential properties consisting of one- to four- family dwelling units,       
individual condominium units, planned unit developments, town houses and co-ops.
With respect to any mortgage loan secured by individual condominium units, the  
mortgage loan may not conform to the requirements of Fannie Mae and Freddie Mac 
regarding condominiums, and notwithstanding the provisions under "The Trust     
Funds" in the prospectus, neither the seller nor any                            

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originator will be required to represent the percentage of condominiums occupied
as primary residences or vacation or second homes.                              

      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.                                                           

       The mortgage loans will be divided into two primary loan groups, each
referred to herein as a collateral pool, designated as Collateral Pool I and    
Collateral Pool II.                                                             

         The mortgage loans in Collateral Pool I, referred to in this prospectus
supplement as the Group I Mortgage Loans, will be further divided into five loan
groups designated as loan group I-1, loan group I-2, loan group I-3, loan group 
I-4 and loan group I-5. The mortgage loans in loan group I-1 are referred to in 
this prospectus supplement as the Group I-1 Mortgage Loans, the mortgage loans  
in loan group I-2 are referred to in this prospectus supplement as the Group I-2
Mortgage Loans, the mortgage loans in loan group I-3 are referred to in this    
prospectus supplement as the Group I-3 Mortgage Loans, the mortgage loans in    
loan group I-4 are referred to in this prospectus supplement as the Group I-4   
Mortgage Loans and the mortgage loans in loan group I-5 are referred to in this 
prospectus supplement as the Group I-5 Mortgage Loans.                          

  The mortgage loans in Collateral Pool II are referred to in this
prospectus supplement as the Group II Mortgage Loans. The Group II Mortgage     
Loans relate only to classes of certificates that are not offered by this       
prospectus supplement.                                                          

 Each of the Group I Mortgage Loans will have been originated by
Countrywide Home Loans, Inc., GreenPoint Mortgage Funding, Inc., by Quicken     
Loans Inc., by National City Mortgage Co., by PHH Mortgage Corporation, or by   
Wells Fargo Bank, N.A. and will be primarily serviced by Countrywide Home Loans 
Servicing LP, by GreenPoint Mortgage Funding, Inc., by National City Mortgage   
Co., by PHH Mortgage Corporation or by Wells Fargo Bank, N.A.                   

    The mortgage rate on each adjustable-rate mortgage loan is the per
annum rate of interest calculated as specified in the related mortgage note.    
Each Group I Mortgage Loan provides for adjustment to the mortgage rates thereon
and for corresponding adjustments to the monthly payment amount due thereon, in 
each case on each adjustment date applicable thereto.                           

      With respect to each of the Group I-1 Mortgage Loans, the mortgage
rate thereon is fixed for one year, two years or three years and then adjusts   
semi-annually or annually. With respect to each of the Group I-2 Mortgage Loans,
the mortgage rate thereon is fixed for two years or three years and then adjusts
semi-annually or annually. With respect to each of the Group I-3 Mortgage Loans 
and each of the Group I-4 Mortgage Loans, the mortgage rate thereon is fixed for
five years and then adjusts semi-annually or annually. With respect to each of  
the Group I-5 Mortgage Loans, the mortgage rate thereon is fixed for seven years
and then adjusts semi-annually or annually.                                     

     Approximately 91.28% of the Group I-1 Mortgage Loans, approximately
92.62% of the Group I-2 Mortgage Loans, approximately 84.27% of the Group I-3   
Mortgage Loans, approximately 91.36% of the Group I-4 Mortgage Loans and        
approximately 86.72% of the Group I-5 Mortgage Loans require the borrowers to   
make monthly payments only of accrued interest for the first three years, five  
years, seven years or ten years following origination.                          

     On each adjustment date for each adjustable rate mortgage loan, the
mortgage rate thereon will be adjusted to equal the sum, rounded (if provided in
the related mortgage note), of the index for such                               

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mortgage loan and a fixed percentage amount (or gross margin) subject to the    
periodic and lifetime limitations described below. See "The Indices" below.     

         The mortgage rate on each adjustable rate mortgage loan 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. In   
addition, each adjustable-rate mortgage loan is limited in the amount by which  
its mortgage rate can adjust on any one adjustment date, which limit is called  
the periodic rate cap. Due to the application of the periodic rate caps if      
applicable 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 related index and the related gross margin, rounded 
as described in this prospectus supplement.                                     

      Effective with the first monthly payment due on each adjustable-rate
mortgage loan after each related adjustment date, the monthly payment amount    
will be adjusted to an amount that will amortize fully the outstanding principal
balance of the related mortgage loan over its remaining term (after the end of  
any applicable interest only period) and pay interest at the mortgage rate as so
adjusted.                                                                       

    The earliest first payment date, earliest stated maturity date and
latest stated maturity date of any Mortgage Loan in Collateral Pool I is set    
forth in the following table:                                                   

         ---------------------- ------------------------ -----------------------
      EARLIEST FIRST          EARLIEST STATED          LATEST STATED
       PAYMENT DATE            MATURITY DATE           MATURITY DATE
         ---------------------- ------------------------ -----------------------
       September 1, 2003        October 1, 2020         November 1, 2035
         ---------------------- ------------------------ -----------------------

     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      
outstanding principal balance of the mortgage loan at origination over the value
of the related mortgaged property. For purposes of this calculation, the "value 
of the related mortgaged property" generally means, the lesser of the sales     
price of such mortgaged property and the appraised value of such mortgaged      
property, as such price or appraised value, as applicable, was determined in    
connection with the origination of such mortgage loan. 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.                                              

        None of the Group I Mortgage Loans are buydown mortgage loans and none
of the Group I Mortgage Loans are balloon payment mortgage loans.               

        Included in Appendix 1 under "--Group I Mortgage Loans Statistics" are
tables showing the "Credit Scores" for the related mortgagors. The Credit Scores
referred to in these tables were obtained by the related originator or an       
affiliate generally at the time of the origination of the related mortgage loan.
A Credit Score with respect to any borrower obtained at any other time could be 
higher or lower than the Credit Score for such borrower obtained at the time of 
the origination of the related mortgage loan. Credit Scores are obtained from   
credit reports provided by various credit reporting organizations, each of which
may employ differing computer models and methodologies. The Credit Score is     
designed to assess a borrower's credit history at a single point in time, using 
objective information currently on file for the borrower at a particular credit 
reporting organization. Information utilized to create a Credit Score may       
include, among other things, payment history, delinquencies on accounts, levels 
of outstanding indebtedness, length of credit history, types of credit and      
bankruptcy experience. However, a Credit Score purports only to be a measurement
of the relative degree of risk a borrower represents to a lender (i.e., 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                                                 

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loans, but for consumer loans in general, and assess only the borrower's past   
credit history. Therefore, a Credit Score does not take into consideration the  
differences between mortgage loans and consumer loans generally or the specific 
characteristics of the related mortgage loan. There can be no assurance that the
Credit Scores of the mortgagors will be an accurate predictor of the likelihood 
of repayment of the related Mortgage Loans.                                     

THE INDICES                                                                     

      The table below indicates, for the mortgage loans in each loan group
within Collateral Pool I, the percentage of such mortgage loans (by aggregate   
principal balance of the cut-off date) for which each specified Index applies to
the calculation of the mortgage rate on such mortgage loans.                    

                                                                [Download Table]

                           Six-Month LIBOR  Twelve-Month LIBOR  One-Year CMT
                           ---------------  ------------------  ------------
                                                                            
Group I-1 Mortgage Loans:       30.56%            68.00%           1.44%    
Group I-2 Mortgage Loans:       63.28%            36.72%            N/A     
Group I-3 Mortgage Loans:       22.99%            77.01%            N/A     
Group I-4 Mortgage Loans:       23.98%            76.02%            N/A     
Group I-5 Mortgage Loans:       22.55%            77.28%           0.17%    

   The "Six-Month LIBOR" index is the rate for six-month U.S. dollar
denominated deposits offered in the London interbank market as determined in    
accordance with the related mortgage note. In the event such Index is no longer 
available, the related servicer will select a substitute Index in accordance    
with the terms of the related mortgage note and in compliance with federal and  
state law.                                                                      

     The "Twelve-Month LIBOR" index is the rate for one-year U.S. dollar
denominated deposits offered in the London interbank market as determined in    
accordance with the related mortgage note. In the event such Index is no longer 
available, the related servicer will select a substitute Index in accordance    
with the terms of the related mortgage note and in compliance with federal and  
state law.                                                                      

        The "One-Year CMT" index is the weekly average yields on U.S. Treasury
Securities, adjusted to constant maturities of one year. Yields on U.S. Treasury
securities are estimated from the U.S. Treasury's daily yield curve. This curve,
which relates the yield on a security to its time to maturity, is based on the  
closing market bid yields on actively-traded U.S. Treasury securities in the    
over-the-counter market. These market yields are calculated from composites of  
quotations reported by five leading U.S. Treasury securities dealers to the     
Federal Reserve Bank of New York. The constant yield values are read from the   
yield curve at fixed maturities. This method permits, for example, estimations  
of the yield for a one-year maturity even if no outstanding security has exactly
one year remaining to maturity. Historical quotations for the One-Year Constant 
Maturity Treasury Index can be found at the internet website of the Board of    
Governors of the Federal Reserve System.                                        

GROUP I MORTGAGE LOAN STATISTICS                                                

The Group I Mortgage Loans consist of approximately 2,089     
adjustable-rate mortgage loans with an initial fixed-rate period of one year,   
two years, three years, five years or seven years and with an aggregate         
outstanding principal balance as of the cut-off date of approximately           
$561,461,908, 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%. Approximately 88.37% of the Group I Mortgage Loans have an         
interest-only period of three years, five years, seven years or ten years       
following origination. The Group I Mortgage Loans have mortgage rates that every
adjust every six months or every twelve months commencing on the first          
adjustment date therefor.                                                       

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         The remaining terms of the Group I Mortgage Loans range from 179 months
to 359 months. The weighted average remaining term of the Group I Mortgage Loans
will be approximately 358 months as of the cut-off date. The latest maturity    
date of any Group I Mortgage Loan is November 2035.                             

The average principal balance of the Group I Mortgage Loans at
origination was approximately $269,167. No Group I Mortgage Loan had a principal
balance at origination of greater than approximately $1,500,000 or less than    
approximately $30,000. The average principal balance of the Group I Mortgage    
Loans as of the cut-off date was approximately $268,771. No Group I Mortgage    
Loan had a principal balance as of the cut-off date of greater than             
approximately $1,498,633 or less than approximately $30,000.                    

      The Group I Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 2.875% per annum to approximately 8.125% per annum,  
and the weighted average mortgage rate was approximately 6.127% per annum. As of
the cut-off date, all of the Group I Mortgage Loans had gross margins ranging   
from approximately 2.250% per annum to approximately 3.125% per annum. As of the
cut-off date, the Group I Mortgage Loans had lifetime maximum mortgage rates    
ranging from approximately 6.875% per annum to approximately 13.500% per annum  
and lifetime minimum mortgage rates ranging from approximately 2.250% per annum 
to approximately 7.000% per annum. As of the cut-off date, the weighted average 
gross margin for the Group I Mortgage Loans was approximately 2.490% per annum. 
As of the cut-off date, the weighted average lifetime maximum mortgage rate of  
the Group I Mortgage Loans was approximately 11.414% per annum and the weighted 
average lifetime minimum mortgage rate of the Group I Mortgage Loans was        
approximately 2.491% per annum. The latest first rate adjustment date following 
the cut-off date on any Group I Mortgage Loan occurs in November 2012 and the   
weighted average next rate adjustment date for the Group I Mortgage Loans       
following the cut-off date is June 2010.                                        

    Approximately 3.68% of the Group I Mortgage Loans have a provision
providing for the payment of a prepayment penalty in connection with certain    
principal prepayments that occur during the first 12, 36 or 42 months after     
origination.                                                                    

        The weighted average loan-to-value ratio at origination of the Group I
Mortgage Loans was approximately 77.78%. No Group I Mortgage Loan had a         
loan-to-value ratio at origination greater than approximately 100.00% or less   
than approximately 7.97%.                                                       

     The weighted average credit score of the Group I Mortgage Loans for
which credit scores were available was approximately 721. 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  
for which credit scores were available.                                         

         The Group I Mortgage Loans are expected to have the characteristics set
forth in the applicable tables in Appendix 1 as of the cut-off date, but        
investors should note that the sum in any column of such tables may not equal   
the total indicated due to rounding.                                            

GROUP I-1 MORTGAGE LOAN STATISTICS                                              

The Group I-1 Mortgage Loans consist of approximately 523     
adjustable-rate mortgage loans with an initial fixed-rate period of one year,   
two years or three years and with an aggregate outstanding principal balance as 
of the cut-off date of approximately $113,454,805, 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%. Approximately 91.28% of the
Group I-1 Mortgage Loans have an interest-only period of three years or ten     
years following origination. The Group I-1 Mortgage Loans have mortgage rates   

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that every adjust every six months or twelve months commencing on the first     
adjustment date therefor. The Group I-1 Mortgage Loans will have principal      
balances that conform to Fannie Mae and Freddie Mac loan limits.                

    The remaining terms of the Group I-1 Mortgage Loans range from 341
months to 359 months. The weighted average remaining term of the Group I-1      
Mortgage Loans will be approximately 358 months as of the cut-off date. The     
latest maturity date of any Group I-1 Mortgage Loan is November 2035.           

  The average principal balance of the Group I-1 Mortgage Loans at
origination was approximately $217,052. No Group I-1 Mortgage Loan had a        
principal balance at origination of greater than approximately $472,000 or less 
than approximately $38,000. The average principal balance of the Group I-1      
Mortgage Loans as of the cut-off date was approximately $216,931. No Group I-1  
Mortgage Loan had a principal balance as of the cut-off date of greater than    
approximately $472,000 or less than approximately $38,000.                      

        The Group I-1 Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 2.875% per annum to approximately 7.500% per annum,  
and the weighted average mortgage rate was approximately 5.982% per annum. As of
the cut-off date, all of the Group I-1 Mortgage Loans had gross margins ranging 
from approximately 2.250% per annum to approximately 3.125% per annum. As of the
cut-off date, the Group I-1 Mortgage Loans had lifetime maximum mortgage rates  
of approximately 6.875% per annum to approximately 13.500% per annum and        
lifetime minimum mortgage rates ranging from approximately 2.250% per annum to  
approximately 7.000% per annum. As of the cut-off date, the weighted average    
gross margin for the Group I-1 Mortgage Loans was approximately 2.510% per      
annum. As of the cut-off date, the weighted average lifetime maximum mortgage   
rate of the Group I-1 Mortgage Loans was approximately 11.851% per annum and the
weighted average lifetime minimum mortgage rate of the Group I-1 Mortgage Loans 
was approximately 2.516% per annum. The latest first rate adjustment date       
following the cut-off date on any Group I-1 Mortgage Loan occurs in November    
2008 and the weighted average next rate adjustment date for the Group I-1       
Mortgage Loans following the cut-off date is September 2008.                    

      Approximately 4.58% of the Group I-1 Mortgage Loans have a provision
providing for the payment of a prepayment penalty in connection with certain    
principal prepayments that occur during the first 12, 36 or 42 months after     
origination.                                                                    

      The weighted average loan-to-value ratio at origination of the Group
I-1 Mortgage Loans was approximately 78.90%. No Group I-1 Mortgage Loan had a   
loan-to-value ratio at origination greater than approximately 100.00% or less   
than approximately 7.97%.                                                       

       The weighted average credit score of the Group I-1 Mortgage Loans for
which credit scores were available was approximately 719. The "Weighted Average 
FICO" column heading in the tables below relating to the Group I-1 Mortgage     
Loans refers to the weighted average credit score of only the Group I-1 Mortgage
Loans for which credit scores were available.                                   

       The Group I-1 Mortgage Loans are expected to have the characteristics
set forth in the applicable tables in Appendix 1 as of the cut-off date, but    
investors should note that the sum in any column of such tables may not equal   
the total indicated due to rounding.                                            

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GROUP I-2 MORTGAGE LOAN STATISTICS                                              

The Group I-2 Mortgage Loans consist of approximately 145     
adjustable-rate mortgage loans with an initial fixed-rate period of two years or
three years and with an aggregate outstanding principal balance as of the       
cut-off date of approximately $72,792,662, 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%. Approximately 92.62% of the Group  
I-2 Mortgage Loans have an interest-only period of three years or ten years     
following origination. The Group I-2 Mortgage Loans have mortgage rates that    
every adjust every six months or twelve months commencing on the first          
adjustment date therefor. The Group I-2 Mortgage Loans will have principal      
balances that will not conform to Fannie Mae and Freddie Mac loan limits.       

    The remaining terms of the Group I-2 Mortgage Loans range from 356
months to 359 months. The weighted average remaining term of the Group I-2      
Mortgage Loans will be approximately 358 months as of the cut-off date. The     
latest maturity date of any Group I-2 Mortgage Loan is November 2035.           

  The average principal balance of the Group I-2 Mortgage Loans at
origination was approximately $502,448. No Group I-2 Mortgage Loan had a        
principal balance at origination of greater than approximately $1,176,500 or    
less than approximately $360,000. The average principal balance of the Group I-2
Mortgage Loans as of the cut-off date was approximately $502,018. No Group I-2  
Mortgage Loan had a principal balance as of the cut-off date of greater than    
approximately $1,176,500 or less than approximately $360,000.                   

        The Group I-2 Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 4.750% per annum to approximately 7.625% per annum,  
and the weighted average mortgage rate was approximately 6.099% per annum. As of
the cut-off date, all of the Group I-2 Mortgage Loans had gross margins ranging 
from approximately 2.250% per annum to approximately 3.000% per annum. As of the
cut-off date, the Group I-2 Mortgage Loans had lifetime maximum mortgage rates  
ranging from approximately 10.625% per annum to approximately 13.500% per annum 
and lifetime minimum mortgage rates ranging from approximately 2.250% per annum 
to approximately 3.000% per annum. As of the cut-off date, the weighted average 
gross margin for the Group I-2 Mortgage Loans was approximately 2.518% per      
annum. As of the cut-off date, the weighted average lifetime maximum mortgage   
rate of the Group I-2 Mortgage Loans was approximately 11.961% per annum and the
weighted average lifetime minimum mortgage rate of the Group I-2 Mortgage Loans 
was approximately 2.518% per annum. The latest first rate adjustment date       
following the cut-off date on any Group I-2 Mortgage Loan occurs in November    
2008 and the weighted average next rate adjustment date for the Group I-2       
Mortgage Loans following the cut-off date is August 2008.                       

      Approximately 9.26% of the Group I-2 Mortgage Loans have a provision
providing for the payment of a prepayment penalty in connection with certain    
principal prepayments that occur during the first 12 or 36 months after         
origination.                                                                    

      The weighted average loan-to-value ratio at origination of the Group
I-2 Mortgage Loans was approximately 78.54%. No Group I-2 Mortgage Loan had a   
loan-to-value ratio at origination greater than approximately 95.00% or less    
than approximately 57.44%.                                                      

       The weighted average credit score of the Group I-2 Mortgage Loans for
which credit scores were available was approximately 726. The "Weighted Average 
FICO" column heading in the tables below relating to the Group I-2 Mortgage     
Loans refers to the weighted average credit score of only the Group I-2 Mortgage
Loans for which credit scores were available.                                   

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       The Group I-2 Mortgage Loans are expected to have the characteristics
set forth in the applicable tables in Appendix 1 as of the cut-off date, but    
investors should note that the sum in any column of such tables may not equal   
the total indicated due to rounding.                                            

GROUP I-3 MORTGAGE LOAN STATISTICS                                              

The Group I-3 Mortgage Loans consist of approximately 868     
adjustable-rate mortgage loans with an initial fixed-rate period of five years  
and with an aggregate outstanding principal balance as of the cut-off date of   
approximately $177,300,284, 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%. Approximately 84.27% of the Group I-3 Mortgage    
Loans have an interest-only period of five years or ten years following         
origination. The Group I-3 Mortgage Loans have mortgage rates that every adjust 
every six months or twelve months commencing on the first adjustment date       
therefor.                                                                       

    The remaining terms of the Group I-3 Mortgage Loans range from 348
months to 359 months. The weighted average remaining term of the Group I-3      
Mortgage Loans will be approximately 358 months as of the cut-off date. The     
latest maturity date of any Group I-3 Mortgage Loan is November 2035.           

  The average principal balance of the Group I-3 Mortgage Loans at
origination was approximately $204,362. No Group I-3 Mortgage Loan had a        
principal balance at origination of greater than approximately $457,600 or less 
than approximately $40,000. The average principal balance of the Group I-3      
Mortgage Loans as of the cut-off date was approximately $204,263. No Group I-3  
Mortgage Loan had a principal balance as of the cut-off date of greater than    
approximately $457,600 or less than approximately $40,000.                      

        The Group I-3 Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 4.775% per annum to approximately 7.625% per annum,  
and the weighted average mortgage rate was approximately 6.161% per annum. As of
the cut-off date, all of the Group I-3 Mortgage Loans had gross margins ranging 
from approximately 2.250% per annum to approximately 2.750% per annum. As of the
cut-off date, the Group I-3 Mortgage Loans had lifetime maximum mortgage rates  
ranging from approximately 9.775% per annum to approximately 12.625% per annum  
and lifetime minimum mortgage rates ranging from approximately 2.250% per annum 
to approximately 2.750% per annum. As of the cut-off date, the weighted average 
gross margin for the Group I-3 Mortgage Loans was approximately 2.488% per      
annum. As of the cut-off date, the weighted average lifetime maximum mortgage   
rate of the Group I-3 Mortgage Loans was approximately 11.161% per annum and the
weighted average lifetime minimum mortgage rate of the Group I-3 Mortgage Loans 
was approximately 2.489% per annum. The latest first rate adjustment date       
following the cut-off date on any Group I-3 Mortgage Loan occurs in November    
2010 and the weighted average next rate adjustment date for the Group I-3       
Mortgage Loans following the cut-off date is September 2010.                    

      Approximately 1.97% of the Group I-3 Mortgage Loans have a provision
providing for the payment of a prepayment penalty in connection with certain    
principal prepayments that occur during the first 12 or 36 months after         
origination.                                                                    

      The weighted average loan-to-value ratio at origination of the Group
I-3 Mortgage Loans was approximately 78.00%. No Group I-3 Mortgage Loan had a   
loan-to-value ratio at origination greater than approximately 100.00% or less   
than approximately 14.50%.                                                      

       The weighted average credit score of the Group I-3 Mortgage Loans for
which credit scores were available was approximately 722. The "Weighted Average 
FICO" column heading in the tables below                                        

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relating to the Group I-3 Mortgage Loans refers to the weighted average credit  
score of only the Group I-3 Mortgage Loans for which credit scores were         
available.                                                                      

       The Group I-3 Mortgage Loans are expected to have the characteristics
set forth in the applicable tables in Appendix 1 as of the cut-off date, but    
investors should note that the sum in any column of such tables may not equal   
the total indicated due to rounding.                                            

GROUP I-4 MORTGAGE LOAN STATISTICS                                              

The Group I-4 Mortgage Loans consist of approximately 180     
adjustable-rate mortgage loans with an initial fixed-rate period of five years  
and with an aggregate outstanding principal balance as of the cut-off date of   
approximately $88,972,018, 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%. Approximately 91.36% of the Group I-4 Mortgage    
Loans have an interest-only period of five years or ten years following         
origination. The Group I-4 Mortgage Loans have mortgage rates that every adjust 
every six months or twelve months commencing on the first adjustment date       
therefor.                                                                       

    The remaining terms of the Group I-4 Mortgage Loans range from 354
months to 359 months. The weighted average remaining term of the Group I-4      
Mortgage Loans will be approximately 358 months as of the cut-off date. The     
latest maturity date of any Group I-4 Mortgage Loan is November 2035.           

  The average principal balance of the Group I-4 Mortgage Loans at
origination was approximately $495,886. No Group I-4 Mortgage Loan had a        
principal balance at origination of greater than approximately $999,999 or less 
than approximately $360,000. The average principal balance of the Group I-4     
Mortgage Loans as of the cut-off date was approximately $494,289. No Group I-4  
Mortgage Loan had a principal balance as of the cut-off date of greater than    
approximately $999,998 or less than approximately $115,906.                     

        The Group I-4 Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 5.000% per annum to approximately 7.625% per annum,  
and the weighted average mortgage rate was approximately 6.163% per annum. As of
the cut-off date, all of the Group I-4 Mortgage Loans had gross margins ranging 
from approximately 2.250% per annum to approximately 2.750% per annum. As of the
cut-off date, the Group I-4 Mortgage Loans had lifetime maximum mortgage rates  
ranging from approximately 10.000% per annum to approximately 12.625% per annum 
and lifetime minimum mortgage rates ranging from approximately 2.250% per annum 
to approximately 2.750% per annum. As of the cut-off date, the weighted average 
gross margin for the Group I-4 Mortgage Loans was approximately 2.385% per      
annum. As of the cut-off date, the weighted average lifetime maximum mortgage   
rate of the Group I-4 Mortgage Loans was approximately 11.163% per annum and the
weighted average lifetime minimum mortgage rate of the Group I-4 Mortgage Loans 
was approximately 2.385% per annum. The latest first rate adjustment date       
following the cut-off date on any Group I-4 Mortgage Loan occurs in November    
2010 and the weighted average next rate adjustment date for the Group I-4       
Mortgage Loans following the cut-off date is October 2010.                      

      Approximately 2.54% of the Group I-4 Mortgage Loans have a provision
providing for the payment of a prepayment penalty in connection with certain    
principal prepayments that occur during the first 36 months after origination.  

      The weighted average loan-to-value ratio at origination of the Group
I-4 Mortgage Loans was approximately 76.95%. No Group I-4 Mortgage Loan had a   
loan-to-value ratio at origination greater than approximately 95.00% or less    
than approximately 43.39%.                                                      

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       The weighted average credit score of the Group I-4 Mortgage Loans for
which credit scores were available was approximately 712. The "Weighted Average 
FICO" column heading in the tables below relating to the Group I-4 Mortgage     
Loans refers to the weighted average credit score of only the Group I-4 Mortgage
Loans for which credit scores were available.                                   

       The Group I-4 Mortgage Loans are expected to have the characteristics
set forth in the applicable tables in Appendix 1 as of the cut-off date, but    
investors should note that the sum in any column of such tables may not equal   
the total indicated due to rounding.                                            

GROUP I-5 MORTGAGE LOAN STATISTICS                                              

The Group I-5 Mortgage Loans consist of approximately 373     
adjustable-rate mortgage loans with an initial fixed-rate period of seven years 
and with an aggregate outstanding principal balance as of the cut-off date of   
approximately $108,942,137, 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%. Approximately 86.72% of the Group I-5 Mortgage    
Loans have an interest-only period of seven years or ten years following        
origination. The Group I-5 Mortgage Loans have mortgage rates that every adjust 
every six months or twelve months commencing on the first adjustment date       
therefor.                                                                       

    The remaining terms of the Group I-5 Mortgage Loans range from 179
months to 359 months. The weighted average remaining term of the Group I-5      
Mortgage Loans will be approximately 358 months as of the cut-off date. The     
latest maturity date of any Group I-5 Mortgage Loan is November 2035.           

  The average principal balance of the Group I-5 Mortgage Loans at
origination was approximately $292,951. No Group I-5 Mortgage Loan had a        
principal balance at origination of greater than approximately $1,500,000 or    
less than approximately $30,000. The average principal balance of the Group I-5 
Mortgage Loans as of the cut-off date was approximately $292,070. No Group I-5  
Mortgage Loan had a principal balance as of the cut-off date of greater than    
approximately $1,498,633 or less than approximately $30,000.                    

        The Group I-5 Mortgage Loans had mortgage rates as of the cut-off date
ranging from approximately 5.125% per annum to approximately 8.125% per annum,  
and the weighted average mortgage rate was approximately 6.213% per annum. As of
the cut-off date, all of the Group I-5 Mortgage Loans had gross margins ranging 
from approximately 2.250% per annum to approximately 2.750% per annum. As of the
cut-off date, the Group I-5 Mortgage Loans had lifetime maximum mortgage rates  
ranging from approximately 10.125% per annum to approximately 13.125% per annum 
and lifetime minimum mortgage rates ranging from approximately 2.250% per annum 
to approximately 2.750% per annum. As of the cut-off date, the weighted average 
gross margin for the Group I-5 Mortgage Loans was approximately 2.539% per      
annum. As of the cut-off date, the weighted average lifetime maximum mortgage   
rate of the Group I-5 Mortgage Loans was approximately 11.213% per annum and the
weighted average lifetime minimum mortgage rate of the Group I-5 Mortgage Loans 
was approximately 2.539% per annum. The latest first rate adjustment date       
following the cut-off date on any Group I-5 Mortgage Loan occurs in November    
2012 and the weighted average next rate adjustment date for the Group I-5       
Mortgage Loans following the cut-off date is October 2012.                      

      Approximately 2.72% of the Group I-5 Mortgage Loans have a provision
providing for the payment of a prepayment penalty in connection with certain    
principal prepayments that occur during the first 12 or 36 months after         
origination.                                                                    

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      The weighted average loan-to-value ratio at origination of the Group
I-5 Mortgage Loans was approximately 76.40%. No Group I-5 Mortgage Loan had a   
loan-to-value ratio at origination greater than approximately 100.00% or less   
than approximately 28.87%.                                                      

       The weighted average credit score of the Group I-5 Mortgage Loans for
which credit scores were available was approximately 724. The "Weighted Average 
FICO" column heading in the tables below relating to the Group I-5 Mortgage     
Loans refers to the weighted average credit score of only the Group I-5 Mortgage
Loans for which credit scores were available.                                   

       The Group I-5 Mortgage Loans are expected to have the characteristics
set forth in the applicable tables in Appendix 1 as of the cut-off date, but    
investors should note that the sum in any column of such tables 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 is based on a borrower's historical credit data,      
including, among other things, payment history, delinquencies on accounts,      
levels of outstanding indebtedness, length of credit history, types of credit,  
and bankruptcy experience. Credit scores range from approximately 250 to        
approximately 900, with higher scores indicating an individual with a more      
favorable credit history compared to an individual with a lower score. However, 
a credit score purports only to be a measurement of the relative degree of risk 
a borrower represents to a lender, i.e., that a borrower with a higher score is 
statistically expected to be less likely to default in payment than a borrower  
with a lower score. In addition, it should be noted that credit scores were     
developed to indicate a level of default probability over a two-year period     
which does not correspond to the life of a mortgage loan. Furthermore, credit   
scores were not developed specifically for use in connection with 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, the
master servicer, 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.               

UNDERWRITING STANDARDS                                                          

      Under the following headings is information about the mortgage loans
originated by GreenPoint Mortgage Funding, Inc., National City Mortgage Co. and 
PHH Mortgage Corporation. Each of Countrywide Home Loans, Inc., Quicken Loans   
Inc. and Wells Fargo Bank, N.A. (or a respective affiliate) originated less than
10% of the mortgage loans in Collateral Pool I. For information about the       
portion of each loan group originated by each originator, see "The Master       
Servicer and the Servicers --General" in this prospectus supplement.            

GREENPOINT MORTGAGE FUNDING, INC.                                               

 The information set forth below with regard to the underwriting
standards of the mortgage loans originated by GreenPoint Mortgage Funding, Inc. 
and serviced by GreenPoint Mortgage Funding, Inc., has been provided to the     
depositor by GreenPoint Mortgage Funding, Inc., referred to in this prospectus  

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supplement as GreenPoint, or as the related originator with respect to such     
mortgage loans. Such mortgage loans are referred to in this prospectus          
supplement as the "GreenPoint Mortgage Loans".                                  

GreenPoint, an indirect wholly-owned subsidiary of North Fork 
Bancorporation, Inc., is engaged in the mortgage banking business, which        
consists of the origination, acquisition, sale and servicing of residential     
mortgage loans secured primarily by one-to four-unit family residences, and the 
purchase and sale of mortgage servicing rights. GreenPoint originates loans     
through a nationwide network of production branches. Loans are originated       
primarily through GreenPoint's wholesale division, through a network of         
independent mortgage loan brokers approved by GreenPoint and through its retail 
lending division and correspondent lending division.                            

       The GreenPoint underwriting guidelines are generally not as strict as
Fannie Mae or Freddie Mac guidelines. Generally, the GreenPoint underwriting    
guidelines are applied to evaluate the prospective borrower's credit standing   
and repayment ability and the value and adequacy of the mortgaged property as   
collateral. Based on these and other factors, GreenPoint will determine the     
level of documentation to be provided by the prospective borrower. Exceptions to
the GreenPoint underwriting guidelines are permitted where compensating factors 
are present.                                                                    

      In determining whether a prospective borrower has sufficient monthly
income available to meet the borrower's monthly obligation on the proposed      
mortgage loan and monthly housing expenses and other financial obligations,     
GreenPoint generally considers, when required by the applicable documentation   
program, the ratio of those amounts to the proposed borrower's monthly gross    
income. These ratios vary depending on a number of underwriting criteria,       
including loan-to-value ratios and are determined on a loan-by-loan basis.      

      GreenPoint acquires or originates many mortgage loans under "limited
documentation" or "no documentation" programs. Under the limited documentation  
programs, more emphasis is placed on the value and adequacy of the mortgaged    
property as collateral, credit history and other assets of the borrower, than on
verified income of the borrower. Mortgage loans underwritten under this type of 
program are generally limited to borrowers with credit histories that           
demonstrate an established ability to repay indebtedness in a timely fashion,   
and certain credit underwriting documentation concerning income or income       
verification and/or employment verification is waived. Mortgage loans originated
and acquired with limited documentation programs include c ash-out refinance    
loans, super-jumbo mortgage loans and mortgage loans secured by investor-owned  
properties. Permitted maximum loan-to-value ratios (including secondary         
financing) under limited documentation programs are generally more restrictive  
than mortgage loans originated with full documentation requirements. Under no   
documentation programs, income ratios for the prospective borrower are not      
calculated. Emphasis is placed on the value and adequacy of the mortgaged       
property as collateral and the credit history of the prospective borrower,      
rather than on verified income and assets of the borrower. Documentation        
concerning income, employment verification and asset verification is not        
required and income ratios are not calculated. Mortgage loans underwritten under
no documentation programs are generally limited to borrowers with favorable     
credit histories and who satisfy other standards for limited documentation      
programs.                                                                       

NATIONAL CITY MORTGAGE CO.                                                      

 The information set forth below with regard to the underwriting
standards of the mortgage loans originated by National City Mortgage Co. and    
serviced by National City Mortgage Co., has been provided to the depositor by   
National City Mortgage Co., referred to in this prospectus supplement as        
National City, or as the related originator with respect to such mortgage loans.
Such mortgage loans are referred to in this prospectus supplement as the        
"National City Mortgage Loans".                                                 

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All of the National City Mortgage Loans are "conventional     
non-conforming mortgage loans" (i.e., loans that are not insured by the Federal 
Housing Authority ("FHA") or partially guaranteed by the Veterans Administration
("VA") or which do not qualify for sale to Fannie Mae or Freddie Mac) and are   
secured by first liens on one-to four-family residential properties. These loans
typically differ from those underwritten to the guidelines established by Fannie
Mae and Freddie Mac primarily with respect to the original principal balances,  
loan-to- value ratios, borrower income, required documentation, interest rates, 
borrower occupancy of the mortgaged property and/or property types. The National
City mortgage loans have been originated or purchased by National City and were 
generally underwritten in accordance with the standards described herein.       

      The National City underwriting standards are applied to evaluate the
prospective borrower's credit standing and repayment ability and the value and  
adequacy of the mortgaged property as collateral. These standards are applied in
accordance with the applicable federal and state laws and regulations.          
Exceptions to the underwriting standards are permitted where compensating       
factors are present.                                                            

  Generally, each mortgagor will have been required to complete an
application designed to provide to the lender pertinent credit information      
concerning the mortgagor. The mortgagor will have given information with respect
to its assets, liabilities, income (except as described below), credit history, 
employment history and personal information, and will have furnished the lender 
with authorization to obtain a credit report which summarizes the mortgagor's   
credit history. In the case of two- to four-unit dwellings, income derived from 
the mortgaged property may have been considered for underwriting purposes, in   
addition to the income of the mortgagor from other sources.                     

        With respect to second homes or vacation properties, no income derived
from the property will have been considered for underwriting purposes. With     
respect to purchase money or rate/term refinance loans secured by single-family 
and two-family residences, loan- to-value ratios at origination of up to 95% for
mortgage loans with original principal balances of up to $400,000 and up to 85% 
for mortgage loans secured by three-to-four family, primary residences with     
original principal balances of up to $300,000 are generally allowed. Mortgage   
loans with principal balances exceeding $1,000,000 ("super jumbo") are allowed  
if the loan is secured by the borrower's primary residence. The loan-to- value  
ratio for super jumbos generally may not exceed 70% when subordinate financing  
exists. If the loan is not subject to subordinate financing, the LTV generally  
may not exceed 80%. For cash out refinance loans, the maximum loan-to- value    
ratio generally is 90% and the maximum "cash out" amount permitted is based in  
part on the original amount of the related mortgage loan. Investment properties 
are generally not permitted under the National City underwriting guidelines.    

  For each mortgage loan with a loan-to-value ratio at origination
exceeding 80%, a primary mortgage insurance policy insuring a portion of the    
balance of the mortgage loan at least equal to the product of the original      
principal balance of the mortgage loan and a fraction, the numerator of which is
the excess of the original principal balance of such mortgage loan over 75% of  
the lesser of the appraised value and the selling price of the related mortgaged
property and the denominator of which is the original principal balance of the  
related mortgage loan plus accrued interest thereon and related foreclosure     
expenses is generally required. No such primary mortgage insurance policy will  
be required with respect to any such mortgage loan after the date on which the  
related loan-to-value ratio decreases to 80% or less or, based upon new         
appraisal, the principal balance of such mortgage loan represents 80% or less of
the new appraised value. All of the insurers that have issued primary mortgage  
insurance policies with respect to the Mortgage Loans meet Fannie Mae's or      
Freddie Mac's standard or are acceptable to the Rating Agencies.                

      In determining whether a prospective borrower has sufficient monthly
income available (i) to meet the borrower's monthly obligation on their proposed
mortgage loan and (ii) to meet the monthly                                      

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housing expenses and other financial obligation on the proposed mortgage loan,  
National City generally considers, when required by the applicable documentation
program, the ratio of such amounts to the proposed borrower's acceptable stable 
monthly gross income. Such ratios vary depending on a number of underwriting    
criteria, including loan-to-value ratios, and are determined on a loan-by-loan  
basis.                                                                          

     National City also examines a prospective borrower's credit report.
Generally, each credit report provides a credit score for the borrower. Credit  
scores generally range from 350 to 840 and are available from three major credit
bureaus: Experian (formerly TRW Information Systems and Services), Equifax and  
Trans Union. If three credit scores are obtained, National City applies the     
middle score of the primary wage earner or the lower middle score of both       
borrowers. Credit scores are empirically derived from historical credit bureau  
data and represent a numerical weighing of a borrower's credit characteristics  
over a two-year period. A credit score is generated through the statistical     
analysis of a number of credit-related characteristics or variables. Common     
characteristics include number of credit lines (trade lines), payment history,  
past delinquencies, severity of delinquencies, current levels of indebtedness,  
types of credit and length of credit history. Attributes are the specific values
of each characteristic. A scorecard (the model) is created with weights or      
points assigned to each attribute. An individual loan applicant's credit score  
is derived by summing together the attribute weights for that applicant.        

      The National City Mortgage Loans have been underwritten under one of
the following documentation programs: full/alternative documentation, stated    
income documentation, and streamline documentation. Under full/alternative      
documentation, the prospective borrower's employment, income and assets are     
verified through written and telephonic communications. Under a stated income   
documentation program, more emphasis is placed on the value and adequacy of the 
mortgaged property as collateral, credit history and other assets of the        
borrower than on a verified income of the borrower. Although the income is not  
verified, the originators obtain a telephonic verification of the borrower's    
employment without reference to income. Borrower's assets are verified. The     
streamline refinance documentation program is available to borrowers whose      
mortgage loans are currently serviced by National City. Under a streamline      
refinance documentation program, more emphasis is placed on the payment history 
of the mortgage loan to be refinanced and the credit history of the borrower    
than on the verified income and assets of the borrower. Income of the borrower  
is verified through receipt of a current paystub (for salaried borrowers) or a  
copy of the borrower's prior year's tax returns (if the borrower is             
self-employed). The borrower's assets are verified if greater than 1% of the new
loan amount is necessary to close.                                              

         Each National City mortgaged property has been appraised by a qualified
independent appraiser. All appraisals are required to conform to the Uniform    
Standards of Professional Appraisal Practice adopted by the Appraisal Standard  
Board of the Appraisal Foundation. Each appraisal must meet the requirements of 
Fannie Mae and Freddie Mac. The requirements of Fannie Mae and Freddie Mac      
require, among other things, that the appraiser, or its agent on its behalf,    
personally inspect the property inside and out, verify whether the property was 
in good condition and verify that construction, if new, had been substantially  
completed. The appraisal generally will have been based on prices obtained on   
recent sales of comparable properties, determined in accordance with Fannie Mae 
and Freddie Mac guidelines. In certain cases an analysis based on income        
generated from the property or a replacement cost analysis based on the current 
cost of constructing or purchasing a similar property may be used.              

PHH MORTGAGE CORPORATION                                                        

 The information set forth below with regard to the underwriting
standards of the mortgage loans originated by PHH Mortgage Corporation and      
serviced by PHH Mortgage Corporation has been provided to the depositor by PHH  
Mortgage Corporation, referred to in this prospectus supplement as PHH, or as   

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the related originator with respect to such mortgage loans. Such mortgage loans 
are referred to in this prospectus supplement as the "PHH Mortgage Loans".      

        General. PHH's underwriting standards have been established based upon
its knowledge of the primary and secondary residential mortgage markets. They   
are intended to result in the origination of investment-quality mortgage loans  
that are salable in the secondary mortgage market. They are applied in          
originating or purchasing loans for its own account, and in originating loans   
for, or purchasing loans from, other lenders under various "private-label"      
programs. The application of the underwriting standards represent a balancing of
several factors that may affect the ultimate recovery of the loan amount,       
including but not limited to, the applicant's credit standing and ability to    
repay the loan, as well as the value and adequacy of the mortgaged property as  
collateral. PHH may adapt its underwriting guidelines based upon the nature of a
specific private-label relationship.                                            

     General Underwriting Procedure. The following describes the general
underwriting procedures used for mortgage loans originated or purchased, and    
underwritten under full documentation programs by PHH. From time to time,       
exceptions to PHH's underwriting policies may be made. Such exceptions are made 
on a loan-by-loan basis only at the discretion of PHH's underwriters and may be 
made only after careful consideration of certain compensating factors such as   
borrower capacity, liquidity, employment and residential stability. References  
to mortgage loans in this section only refer to those mortgage loans originated 
or acquired by PHH.                                                             

      PHH's underwriting guidelines are applied to evaluate an applicant's
credit standing, financial condition, and repayment ability, as well as the     
value and adequacy of the mortgaged property as collateral for any loan made. As
part of the loan application process, the applicant is required to provide      
information concerning his or her assets, liabilities, income and expenses      
(except as described below), along with an authorization to obtain any necessary
third party verifications, including a credit report summarizing the applicant's
credit history. Unless prohibited by applicable state law, the applicant is     
typically required to pay an application fee if application is made directly to 
PHH.                                                                            

 PHH makes substantial use of automated underwriting systems and
procedures in implementing its underwriting guidelines. These systems are used  
in conjunction with PHH's underwriting staff and control the loan approval      
process to ensure consistent loan decision making.                              

    In evaluating the applicant's ability and willingness to repay the
proposed loan, PHH reviews the applicant's credit history and outstanding debts,
as reported on the credit report. If an existing mortgage or other significant  
debt listed on the loan application is not adequately reported on the credit    
report, PHH may request a written or oral verification of the balance and       
payment history of such debt from the servicer of such debt.                    

         PHH verifies the applicant's liquid assets to ensure that the applicant
has adequate liquid assets to apply toward any required down payment, closing   
costs, prepaid interest, and a specified amount of cash reserves after the      
closing of the related mortgage. Additional liquid assets may not be verified.  

         Except as described below, PHH also evaluates the applicant's income to
determine its stability, probability of continuation, and adequacy to service   
the proposed PHH debt payment. PHH's guidelines for verifying an applicant's    
income and employment are generally as follows:                                 

o   for salaried applicants, PHH typically requires a written verification of   
  employment from the applicant's employer, or a copy of the applicant's two
most recent IRS forms 1040 or W-2, a current pay stub, and verbal       
  verification of employment. Verbal verification of employment is typically
obtained directly from the applicant's employer, but in certain         
circumstances, may be fulfilled by                                      

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contacting the applicant at his or her place of business. Verifications 
of income may be waived under certain programs offered by PHH, but      
PHH's underwriting guidelines require, in most instances, a verbal or   
written verification of employment to be obtained;                      

o   for non-salaried applicants, including self-employed applicants, PHH        
requires copies of the applicant's two most recent federal income tax   
    returns and business tax returns for self-employed applicants, if necessary,
    along with all supporting schedules. In some cases, PHH may waive submission
   of such supporting schedules if this income is insignificant in relation to
  the applicant's overall income, or does not affect the applicant's ability
to qualify for the proposed loan. A self-employed applicant is generally
required to submit a signed profit and loss statement if the applicant's
income shows significant variations from year to year.                  

       In determining the adequacy of the property as collateral for a first
lien mortgage loan, a Fannie Mae/Freddie Mac conforming appraisal of the        
property is performed by an independent appraiser selected by PHH, except as    
noted below. The appraiser is required to inspect the property and verify that  
it is in good condition and that construction or renovation, if new, has been   
completed. The appraisal report indicates a value for the property and provides 
information concerning marketability, the neighborhood, the property site,      
interior and exterior improvements, and the condition of the property. In lieu  
of an appraisal, alternative collateral assessment products which comply with   
Fannie Mae/Freddie Mac criteria may be used.                                    

In many cases, the appraisal is obtained through a network of 
appraisers managed by STARSSM (Speedy Title Appraisal and Review Services), a   
corporation owned by the same parent company as PHH that was originally         
established to support the Cendant Mobility relocation program with appraisals  
obtained for relocation transactions (that is, transfers that require an        
accurate price estimate in the absence of a current sale transaction). In       
certain cases, PHH may employ the use of a third party statistical valuation in 
lieu of an appraisal.                                                           

    Credit scores are obtained by PHH in connection with mortgage loan
applications to help assess a borrower's credit-worthiness. On an exception     
basis, credit scores may be obtained by PHH after the purchase of a mortgage    
loan if the related seller does not provide a credit score. Credit scores are   
obtained from credit reports provided by various credit reporting organizations,
each of which may employ differing computer models and methodologies.           

         The credit score is designed to assess a borrower's credit history at a
single point in time, using objective information currently on file for the     
borrower at a particular credit reporting organization. These organizations     
publish scores ranging from approximately 350 to approximately 840, 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., 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, and   
assess only the borrower's past credit history. Therefore, in most cases, a     
credit score does not take into consideration the differences between mortgage  
loans and consumer loans, or the specific characteristics of the related        
mortgage loan, including the loan-to-value ratio, the collateral for the        
mortgage loan, or the debt-to-income ratio. There can be no assurance that the  
credit scores of the mortgagors will be an accurate predictor of the likelihood 
of repayment of the related mortgage loans or that any mortgagor's credit score 
would not be lower if obtained as of the date of the prospectus supplement.     

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         A title report generally must be obtained. Generally, all liens must be
satisfied and removed prior to or upon the closing of any of the mortgage loans.
Where applicable, in addition to providing proof of standard hazard insurance on
the property, the applicant is required to obtain, to the extent available,     
flood insurance when the subject property is identified as being in a federally 
designated flood hazard area.                                                   

Once sufficient employment, credit and property information is
obtained, the decision as to whether to approve the loan is based upon the      
applicant's income and credit history, the status of title to the mortgaged     
property, and the appraised value of the mortgaged property. PHH also reviews   
the level of an applicant's liquid assets as an indication of creditworthiness. 

  PHH encourages borrowers to agree to make their monthly payments
through automated clearing house (ACH) debits from an established bank account, 
as a way to improve the rate of timely payments on its loan portfolio.          

         The following underwriting guidelines are used by PHH in originating or
purchasing first lien mortgage loans for its own account, and in originating    
loans for, or purchasing loans from, other lenders under various private label  
programs. Loan applicants may be eligible for a loan approval process permitting
less documentation. These documentation standards limit the amount of           
documentation required for an underwriting decision and have the effect of      
increasing the relative importance of the credit report and the appraisal. See  
"-Other Documentation Standards" below.                                         

      PHH originates mortgage loans with loan-to-value ratios in excess of
80% either with or without the requirement to obtain primary mortgage insurance.
In cases where primary mortgage insurance is obtained it may be paid for either 
by the borrower or by PHH. In cases for which such primary mortgage insurance is
not obtained, loans having loan-to-value ratios exceeding 80% (i) will have been
made at an interest rate that was higher than the rate would have been had the  
loan-to-value ratios been 80% or less or had primary mortgage insurance been    
obtained or (ii) are required to have additional collateral securing such loans.

     Full Documentation Standards. The underwriting standards of PHH for
first lien mortgage loans generally allow loan-to-value ratios at origination of
up to 95% for mortgage loans.                                                   

      In determining whether a prospective borrower has sufficient monthly
income available                                                                

          o   to meet the borrower's monthly obligation on the proposed mortgage
loan, and                                           

        o   to meet monthly housing expenses and other financial obligations
        including the borrower's monthly obligations on the proposed
mortgage loan,                                      

         PHH generally applies debt service-to-income ratios of up to 50% of the
proposed borrower's acceptable stable monthly gross income. From time to time,  
PHH makes loans where these ratios are exceeded. In those instances, PHH's      
underwriters typically look at compensating factors such as the liquidity of the
mortgagor and the stability of the real estate market where the property is     
located.                                                                        

        The following documentation programs are general descriptions of PHH's
underwriting procedures and may or may not apply to the mortgage loans.         

   Other Documentation Standards. PHH also originates mortgage loans
pursuant to alternative sets of underwriting criteria under its reduced         
documentation program ("Reduced Documentation Program"), stated income, stated  
asset program ("Stated Income, Stated Asset Program"), stated income, full asset

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program ("Stated Income Full Asset Program"), no income, stated asset program   
("No Income Stated Asset Program"), and rate and term refinance limited         
documentation program ("Streamlined Documentation Program," collectively with   
the Reduced Documentation Program, Stated Income, Stated Asset Program, Stated  
Income Full Asset Program and No Income Stated Asset Program, the "Limited      
Documentation Programs"). Each of these programs is designed to facilitate the  
loan approval process. Under the Reduced Documentation Program, Stated Income,  
Stated Asset Program, Stated Income Full Asset Program and No Income Stated     
Asset Program, certain documentation concerning income/employment and asset     
verification is reduced or excluded. Loans underwritten under the Reduced       
Documentation Program, Stated Income, Stated Asset Program, Stated Income Full  
Asset Program and No Income Stated Asset Program are generally limited to       
borrowers who have demonstrated an established ability and willingness to repay 
the mortgage loans in a timely fashion. Permitted maximum loan-to-value ratios  
under the Reduced Documentation Program, Stated Income, Stated Asset Program,   
Stated Income Full Asset Program and No Income Stated Asset Program are         
generally more restrictive than those under the standard underwriting criteria  
of PHH.                                                                         

 Under the Streamlined Documentation Program, which is generally
available only to the loans in PHH's portfolio having no mortgage delinquencies 
in the past 12 months, rate and term refinance loans are underwritten based     
solely on the original appraisal and limited credit verification, if any.       
Although no current appraisal of the property is obtained with respect to the   
origination of these mortgage loans, a "drive-by" appraisal may be obtained in  
certain cases and the loan-to-value ratio generally may not exceed the original 
loan-to-value ratio at origination.                                             

  Another program (the "Liquidity Program") provides for expedited
processing on certain loans based on the risk profile of the loan. During the   
origination process, PHH conducts an assessment of the risk profile of the      
prospective borrower and subject property to determine the level of income      
verification required to process the loan. Under the Liquidity Program, loans   
are categorized into different processing tracks based upon their overall risk  
profile, as evidenced by the loan-to-value ratio, debt-to-income ratio, borrower
credit profile, the liquidity ratio (as described below), type of property,     
occupancy status, and proposed loan amount. For loans that demonstrate the      
lowest level of risk based upon this categorization, the borrower may not be    
required to disclose his or her income in order for PHH to process the loan. The
liquidity ratio used in this program is defined as the total amount of a        
borrower's liquid assets, as verified by PHH, divided by the total amount of the
proposed loan. For example, a borrower with $500,000 in verified liquid assets  
who is requesting a $250,000 loan amount would have a 2.0 liquidity ratio.      
Liquid assets are generally defined as cash and cash equivalents, marginable    
marketable securities, and retirement accounts. Business assets are generally   
not considered part of a borrower's liquid assets unless the business is 100%   
owned by the borrower. The liquidity ratio generally excludes all assets that   
are pledged or margined, estimated funds required for closing, annuities,       
concentrated equity positions if the share price is less than $10 and any stock 
options or unvested shares of stock. PHH believes that the accumulation of net  
worth, particularly in the form of liquid assets, is a strong indication of     
creditworthiness. A borrower who accumulates net worth from earnings and savings
demonstrates a strong ability to manage his or her financial affairs. If the net
worth is in liquid form, it can potentially be used to service the proposed     
debt, to pay unexpected debts that may occur, and to protect against short-term 
interruptions of income. The level of income documentation required by the      
Liquidity Program is determined by the combination of the borrower's credit     
score and overall credit profile, liquidity ratio, and the loan-to-value ratio  
of the proposed loan. Using predetermined parameters based upon the combination 
of these factors, adjusted for the property type and occupancy status, PHH may  
require the following different levels of income disclosure and verification:   

     o   no income disclosure with no verification of income required;

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       o   debt-to-income ratio calculated based on stated income from the
borrower, with no verification of income required;  

      o   income disclosure and verification using streamlined/alternate
documentation; or                                   

o   full income disclosure and verification.                

The mortgage loans may include loans made to corporations,    
partnerships, and trustees of certain trusts in connection with applications    
which have been received from individuals. These loans are generally structured 
as follows:                                                                     

  o   the loan is made to the individual applicant, secured by a
mortgage or deed of trust from the entity; or       

        o   the loan is made to the entity, secured by a mortgage or deed of
             trust from the entity and guaranteed by the individual applicant;
or                                                  

    o   the loan is made jointly to the individual applicant and the
           entity, secured by a mortgage or deed of trust from the entity.

       In these cases, PHH applies its standard underwriting criteria to the
property and the individual applicant. These loans are generally categorized as 
owner-occupied if the individual applicant states in the application that, as of
the closing of the related loan, the property will be occupied by one or more   
applicants.                                                                     

        The mortgage loans may include loans to borrowers who are non-resident
aliens in the United States. In general, PHH applies the same underwriting      
guidelines to these borrowers as under its standard mortgage programs. PHH may  
limit the loan-to-value ratio on these loans if adequate income and credit      
information is not available.                                                   

     From time to time, exceptions to PHH's underwriting policies may be
made. Such exceptions may be made only on a loan-by-loan basis at the discretion
of PHH. Exceptions are made only after careful consideration of certain         
compensating factors such as borrower capacity, liquidity, employment stability 
and the stability of the real estate market where the property is located.      

 In addition, PHH originates certain mortgage loans ("Relocation
Mortgage Loans") made to employees of corporations who have a substantial       
portion of the costs related to the mortgage loan reimbursed by their employer. 
Some of the expenses eligible for consideration include closing costs and       
discount points or real estate commissions. Relocation Mortgage Loans are       
otherwise originated pursuant to the PHH's underwriting policies as described   
herein.                                                                         

 YIELD ON THE CERTIFICATES

DELAY IN DISTRIBUTIONS ON THE OFFERED CERTIFICATES                              

         The effective yield to holders of the Offered Certificates will be less
than the yields otherwise produced by their respective pass-through rates and   
purchase prices because:                                                        

      o   on the first Distribution Date one month's interest is payable
          thereon even though 54 days will have elapsed from the date on
which interest begins to accrue thereon;            

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        o   on each distribution date, the interest distributable thereon is
            the interest accrued during the month preceding the month of the
              related distribution date, which ends 24 or more days prior to the
distribution date; and                              

          o   during each Interest Accrual Period, other than the first Interest
       Accrual Period, interest accrues on a Certificate Principal
          Balance that is less than the Certificate Principal Balance of
            that class actually outstanding for the first 24 or more days of
the related Interest Accrual Period.                

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       
related 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       
related mortgage loans, but only in an aggregate amount each month up to the    
lesser of one half of (a) one-twelfth of the product of (i) the weighted average
servicing fee rate percentage for such mortgage loans and (ii) the stated       
principal balance of such mortgage loans in and (b) the aggregate servicing fee 
actually received for the applicable month for such mortgage loans.             

       GreenPoint is required to cover any shortfall in interest collections
that are attributable to prepayments in full or in part on the related mortgage 
loans, but only in an aggregate amount for each month up to the lesser of (i) an
amount which, when added to all amounts allocable to interest received in       
connection with such prepayment equals one month's interest on the amount of    
principal so prepaid at the related mortgage rate net of the related servicing  
fee and (ii) the aggregate amount of servicing compensation received by such    
servicer in respect of such mortgage loans for the applicable calendar month.   

National City is required to cover any shortfall in interest  
collections that are attributable to prepayments in full or in part on the      
related mortgage loans, but only in an amount equal to the amount of interest   
(net of the related servicing fee rate) that would have accrued on the amount of
the principal prepayment during the period commencing on the date as of which   
such principal prepayment was applied to the related mortgage loans and ending  
on the day immediately preceding the applicable due date for the next scheduled 
monthly payment.                                                                

         PHH is required to cover any shortfall in interest collections that are
attributable to prepayments in full or in part on the related mortgage loans,   
but only in an amount equal to the lesser of (i) the aggregate amount of        
shortfall in interest collections that are attributable to principal prepayments
during the related prepayment period and (ii) the total amount of servicing     
compensation that would be payable to such servicer if no principal prepayments 
were made during the prepayment period for the applicable distribution date.    

        Wells Fargo is required to cover any shortfall in interest collections
that are attributable to prepayments in full or in part on the related mortgage 
loans, but only in an amount which, when added to all amounts allocable to      
interest received in connection with such prepayment, equals one month's        

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interest on the amount of principal so prepaid at the related mortgage rate net 
of the related servicing fee rate. The master servicer is required to cover any 
prepayment interest shortfall which the related servicer was required to cover  
but which such servicer defaulted in its obligation to cover, but only to the   
extent set forth in the pooling and servicing agreement.                        

        The effect of any principal prepayments on the related 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 related certificates. Any such shortfalls will be allocated among
the related Certificates as provided under "Description of the Certificates     
--Interest Distributions" in this prospectus supplement.                        

GENERAL PREPAYMENT CONSIDERATIONS                                               

The rate of principal distributions on each class of Offered  
Certificates, the aggregate amount of distributions on each class of Offered    
Certificates and the yield to maturity of each class of 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 mortgage loans will in    
turn be affected by the amortization schedules of the mortgage loans 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 by the seller, as the case may be. All of the mortgage loans contain         
due-on-sale clauses. As described in this prospectus supplement, prior to the   
distribution date in January 2013, all principal prepayments on any loan group  
within Collateral Pool I will be distributed to the related Class A Certificates
then entitled to principal distributions, if those certificates are still       
outstanding. Thereafter, for the following four years, subject to loss and      
delinquency criteria, those Class A Certificates relating to any loan group that
are entitled to principal distribution will be entitled to receive distributions
allocable to principal based a disproportionately large percentage of principal 
prepayments received on the related mortgage loans and the related Subordinate  
Certificates will be entitled to receive distributions allocable to principal   
based on a disproportionately small percentage of principal prepayments on the  
related mortgage loans. Notwithstanding the foregoing, with respect to          
Collateral Pool I, if the Aggregate Subordinate Percentage is equal to or       
greater than two times the Aggregate Subordinate Percentage on the closing date,
the Subordinate Certificates may be entitled to receive distributions allocable 
to principal based on a larger percentage of principal prepayments on the       
related mortgage loans.                                                         

 The rate of principal payments on the Offered Certificates, the
aggregate amount of distributions on the Offered Certificates and the yield to  
maturity of the Offered Certificates will be related to the rate and timing of  
payments of principal on the mortgage loans related to those certificates. The  
rate of principal payments on the mortgage loans will in turn be affected by the
amortization schedules of the mortgage loans and by the rate of prepayments,    
including for this purpose prepayments resulting from refinancing, liquidations 
of the mortgage loans due to defaults, casualties, condemnations and repurchases
by the seller or master servicer. Except for certain of the Mortgage Loans as   
described in "The Mortgage Pool," the mortgage loans may be prepaid by the      
mortgagors at any time without a prepayment penalty. The mortgage loans are     
subject to the "due-on-sale" provisions included therein.                       

      Prepayments, liquidations and repurchases of the mortgage loans in a
loan group will result in distributions in respect of principal to the holders  
of the class or classes of Offered Certificates in the related certificate group
then entitled to receive such distributions in respect of principal 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                     

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given as to that rate or the rate of principal prepayments. The extent to which 
the yield to maturity of the Offered Certificates may vary from the anticipated 
yield will depend upon the degree to which they 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 related mortgage loans. Further,
an investor should consider, in the case of any Offered Certificate purchased at
a discount, the risk that a slower than anticipated rate of principal payments  
on the related mortgage loans could result in an actual yield to the investor   
that is lower than the anticipated yield and, in the case of any Offered        
Certificate purchased at a premium, the risk that a faster than anticipated rate
of principal payments on the related mortgage loans could result in an actual   
yield to the investor that is lower than the anticipated yield. See "Maturity   
and Prepayment Considerations" in the prospectus.                               

  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 related mortgage loans
may significantly affect the actual 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 general, the earlier a    
prepayment of principal on the mortgage loans, the greater will be the effect on
the yield to maturity of the Offered Certificates. As a result, the effect on an
investor's yield of principal payments on related mortgage loans occurring at a 
rate higher or lower than the rate anticipated by the investor during the period
immediately following the issuance of the Offered Certificates would not be     
fully offset by a subsequent like reduction or increase in the rate of principal
payments.                                                                       

       With respect to classes of Offered Certificates entitled to principal
distributions, because principal distributions are distributed to certain       
classes of Offered Certificates before other classes, holders of classes of     
Offered Certificates having a later priority of distribution bear a greater risk
of losses (because such Offered Certificates will represent an increasing       
percentage interest in the related collateral pool during the period prior to   
the commencement of distributions of principal thereon) than holders of classes 
having earlier priorities for distribution of principal. In particular,         
investors in the Offered Subordinate Certificates should note that prior to the 
distribution date in January 2017 in the case of Collateral Pool I, the Offered 
Subordinate Certificates may be entitled to receive distributions allocable to  
principal based on a disproportionately small percentage of principal           
prepayments on the mortgage loans in the collateral pool.                       

         The rate of payments, including prepayments, on pools of mortgage loans
is influenced by a variety of economic, geographic, social and other factors. 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. Other factors affecting prepayment of      
mortgage loans include changes in mortgagors' housing needs, job transfers,     
unemployment, mortgagors' net equity in the mortgaged properties and servicing  
decisions. The prepayment experience of the mortgage loans in the mortgage pool 
may differ from that of other mortgage loans. 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 certificates. See "Yield Considerations" and     
"Maturity and Prepayment Considerations" in the prospectus.                     

      Defaults on mortgage loans may occur with greater frequency in their
early years. In addition, default rates generally are 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 beyond the  
specific mortgaged property pledged as security for repayment will be available.
See "Description of the Certificates--Principal Distributions on the Class A    
Certificates and Residual Certificates" in this prospectus supplement.          

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   As described under "Description of the Certificates Allocation of
Losses; Subordination" in this prospectus supplement, amounts otherwise         
distributable to holders of the Subordinate Certificates may be made available  
to protect the holders of the Senior Certificates against interruptions in      
distributions due to certain mortgagor delinquencies, to the extent not covered 
by P&I Advances, and amounts otherwise distributable to holders of the          
Subordinate Certificates with a lower payment priority may be made available to 
protect the holders of the Subordinate Certificates with a higher payment       
priority against such interruptions in distributions. Such delinquencies may    
affect the yield to investors of the Offered Subordinate Certificates and, even 
if subsequently cured, will affect the timing of the receipt of distributions by
the holders of the Offered Subordinate Certificates. In addition, a larger than 
expected rate of delinquencies or losses will affect the rate of principal      
distributions on each class of the Subordinate Certificates if it delays the    
scheduled reduction of the related Senior Prepayment Percentage, triggers an    
increase of the related Senior Prepayment Percentage to 100% or triggers a      
lockout of one or more classes of Subordinate Certificates from distributions of
certain portions of the related Subordinate Principal Distribution Amount. See  
"Description of the Certificates--Principal Distributions on the Class A        
Certificates and Residual Certificates" and "Principal Distributions on the     
Subordinate Certificates" in this prospectus supplement.                        

     With respect to the Offered Certificates, the pass-through rate for
each class and each distribution date is derived from the weighted average of   
the mortgage rates of the related mortgage loans. If mortgage loans with        
relatively higher mortgage rates experience prepayments (including collections  
upon defaults, liquidations and repurchases) at a rate faster than that         
experienced by mortgage loans with relatively lower mortgage rates, the         
pass-through rate on such classes of certificates will decline. In addition, the
adjustments of the mortgage rates of the related mortgage loans will affect the 
pass-through rates on the Offered Certificates.                                 

INTEREST ONLY MORTGAGE LOANS                                                    

   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 of such mortgage   
loan in order to avoid the increase in the monthly payments necessary to        
amortize the mortgage loan over its remaining life.                             

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 related 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      
assumes a prepayment rate for the mortgage loans of 25% CPR. To assume any such 
CPR percentage or any other CPR percentage is to assume that the stated         
percentage of the outstanding principal balance of the applicable pool is       
prepaid over the course of a year. No representation is made that any subset of 
the mortgage loans will prepay at 25% CPR, or any other rate.                   

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       The tables entitled "Percent of Initial Certificate Principal Balance
Outstanding" indicate the percentage of the initial Certificate Principal       
Balance of the Class A Certificates and the Offered Subordinate Certificates    
that would be outstanding after each of the dates shown at various percentages  
of the Prepayment Assumption and the corresponding weighted average lives of the
Class A Certificates and the Offered Subordinate Certificates. The tables are   
based on the following modeling assumptions:                                    

     o   the mortgage pool consists of assumed mortgage loans with the
             characteristics set forth in the table entitled "Assumed Mortgage
Loan Characteristics" in Appendix 2;                

       o   distributions on the certificates are received, in cash, on the
25th day of each month, commencing in January 2006; 

      o   the mortgage loans prepay at the percentages of CPR indicated;

          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 or any other person purchases
          from the trust any mortgage loan pursuant to any obligation or
       option under the pooling and servicing agreement, except as
indicated in footnote two in the tables;            

        o   scheduled monthly payments on the mortgage loans are received on
           the first day of each month commencing in January 2006, 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
 December 2005, and include 30 days' interest thereon;

         o   except with respect to any interest only mortgage loan during the
              applicable interest only period, the scheduled monthly payment for
          each mortgage loan is based on its principal balance, mortgage
             rate and remaining term to stated maturity such that the mortgage
           loan will amortize in amounts sufficient to repay the remaining
           principal balance of the mortgage loan by its remaining term to
stated maturity;                                    

       o   Six-Month LIBOR index remains constant at 4.670% per annum; the
              Twelve-Month LIBOR index remains constant at 4.860% per annum; and
        the One-Year CMT index remains constant at 4.380% per annum;

o   the certificates are purchased on December 30, 2005;    

       o   each mortgage loan with an interest only term greater than zero
           does not amortize during the remaining interest only period but
          following the interest only term, each such mortgage loan will
         amortize in amounts sufficient to repay the current principal
             balance of such mortgage loan over the remaining term to maturity
   calculated at the expiration of the interest only term;

        o   the Class I-P Certificates have an initial Certificate Principal
           Balance equal to $0 and the Class I-B4 Certificates, Class I-B5
              Certificates and Class I-B6 Certificates have an aggregate initial
        Certificate Principal Balance equal to the aggregate initial
Certificate Balance thereof plus $100;              

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        o   Total Fee Rate for any mortgage loan equals the sum of Servicing
           Fee Rate, the Administration Fee Rate and the rate at which any
             lender-paid primary mortgage insurance premiums accrue; provided,
             however, that the Total Fee Rate is not increased for the step-up
of the Servicing Fee Rate, where applicable; and    

        o   after any applicable fixed-rate period following origination and
         subject to applicable periodic and lifetime limitations, each
          adjustable-rate mortgage loan with an Index of Six-Month LIBOR
             will have a mortgage rate adjustment and a monthly payment amount
            adjustment semi-annually, and each adjustable-rate mortgage loan
           with an Index of Twelve-Month LIBOR or One-Year CMT will have a
            mortgage rate adjustment and a monthly payment amount adjustment
annually.                                           

       There will be discrepancies between the characteristics of the actual
mortgage loans 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 have characteristics that differ from those       
assumed in preparing the tables, these classes of 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 
Balance of the Offered Certificates that would be outstanding after each of the 
dates shown, at various percentages of CPR. 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 CPR.                                                   

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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING

                                                        [Enlarge/Download Table]

                                      CLASS I-A1A CERTIFICATES                 CLASS I-A2A CERTIFICATES       
                                ------------------------------------     ------------------------------------ 
      DISTRIBUTION DATE         0%      15%      25%     35%     45%     0%      15%     25%      35%     45% 
      -----------------         --      ---      ---     ---     ---     --      ---     ---      ---     --- 
                                                                                                              
Initial Percentage..........   100%     100%    100%    100%     100%   100%    100%     100%    100%     100%
December 25, 2006...........   100       84      73      62       51     100     84       73      62       51 
December 25, 2007...........   100       70      53      38       26     100     70       53      38       26 
December 25, 2008...........   100       58      38      24       13     100     58       38      24       13 
December 25, 2009...........    99       48      28      15        7      99     48       29      15        7 
December 25, 2010...........    98       40      21      10        4      99     40       21      10        4 
December 25, 2011...........    97       34      16       6        2      98     34       16       6        2 
December 25, 2012...........    96       28      12       4        1      98     29       12       4        1 
December 25, 2013...........    95       24       9       3        1      97     24        9       3        1 
December 25, 2014...........    93       20       6       2        *      96     21        7       2        * 
December 25, 2015...........    92       17       5       1        *      95     17        5       1        * 
December 25, 2016...........    90       14       3       1        *      93     14        4       1        * 
December 25, 2017...........    87       11       3       *        *      91     12        3       *        * 
December 25, 2018...........    85        9       2       *        *      88     10        2       *        * 
December 25, 2019...........    82        8       1       *        *      85      8        1       *        * 
December 25, 2020...........    79        6       1       *        *      82      7        1       *        * 
December 25, 2021...........    76        5       1       *        *      79      5        1       *        * 
December 25, 2022...........    73        4       *       *        *      76      4        1       *        * 
December 25, 2023...........    69        3       *       *        *      72      4        *       *        * 
December 25, 2024...........    66        3       *       *        *      68      3        *       *        * 
December 25, 2025...........    61        2       *       *        *      64      2        *       *        * 
December 25, 2026...........    57        2       *       *        *      59      2        *       *        * 
December 25, 2027...........    52        1       *       *        *      54      1        *       *        * 
December 25, 2028...........    47        1       *       *        *      49      1        *       *        * 
December 25, 2029...........    42        1       *       *        *      43      1        *       *        * 
December 25, 2030...........    36        1       *       *        *      37      1        *       *        * 
December 25, 2031...........    29        *       *       *        *      30      *        *       *        * 
December 25, 2032...........    22        *       *       *        *      23      *        *       *        * 
December 25, 2033...........    15        *       *       *        *      16      *        *       *        * 
December 25, 2034...........     7        *       *       *        *       8      *        *       *        * 
December 25, 2035...........     0        0       0       0        0       0      0        0       0        0 
Weighted Average Life to                                                                                      
Maturity in Years(1)........ 20.97     5.46    3.23    2.16     1.55   21.55   5.53     3.25    2.16     1.55 
Weighted Average Life to                                                                                      
Optional Termination in                                                                                       
Years(1)(2)................. 20.90     5.05    2.94    1.96     1.42   21.48   5.10     2.95    1.96     1.42 

------------------                                                              
* 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 I-A12B CERTIFICATES                  CLASS I-A3A CERTIFICATES       
                                ------------------------------------      ------------------------------------ 
      DISTRIBUTION DATE         0%      15%      25%     35%     45%      0%      15%     25%      35%     45% 
      -----------------         --      ---      ---     ---     ---      --      ---     ---      ---     --- 
                                                                                                               
Initial Percentage..........   100%     100%    100%    100%     100%    100%    100%     100%    100%     100%
December 25, 2006...........   100       84      73      62       51     100      84       73      62       51 
December 25, 2007...........   100       70      53      38       26     100      70       53      38       26 
December 25, 2008...........   100       58      38      24       13      99      58       38      24       13 
December 25, 2009...........    99       48      28      15        7      99      48       29      15        7 
December 25, 2010...........    98       40      21      10        4      99      40       21      10        4 
December 25, 2011...........    97       34      16       6        2      98      34       16       6        2 
December 25, 2012...........    96       28      12       4        1      96      28       12       4        1 
December 25, 2013...........    95       24       9       3        1      95      24        9       3        1 
December 25, 2014...........    94       20       6       2        *      94      20        6       2        * 
December 25, 2015...........    93       17       5       1        *      92      17        5       1        * 
December 25, 2016...........    91       14       3       1        *      90      14        3       1        * 
December 25, 2017...........    89       12       3       *        *      88      11        3       *        * 
December 25, 2018...........    86       10       2       *        *      85       9        2       *        * 
December 25, 2019...........    83        8       1       *        *      82       8        1       *        * 
December 25, 2020...........    81        6       1       *        *      80       6        1       *        * 
December 25, 2021...........    77        5       1       *        *      76       5        1       *        * 
December 25, 2022...........    74        4       1       *        *      73       4        *       *        * 
December 25, 2023...........    70        3       *       *        *      70       3        *       *        * 
December 25, 2024...........    67        3       *       *        *      66       3        *       *        * 
December 25, 2025...........    62        2       *       *        *      62       2        *       *        * 
December 25, 2026...........    58        2       *       *        *      57       2        *       *        * 
December 25, 2027...........    53        1       *       *        *      52       1        *       *        * 
December 25, 2028...........    48        1       *       *        *      47       1        *       *        * 
December 25, 2029...........    42        1       *       *        *      42       1        *       *        * 
December 25, 2030...........    36        1       *       *        *      36       1        *       *        * 
December 25, 2031...........    30        *       *       *        *      29       *        *       *        * 
December 25, 2032...........    23        *       *       *        *      22       *        *       *        * 
December 25, 2033...........    15        *       *       *        *      15       *        *       *        * 
December 25, 2034...........     7        *       *       *        *       7       *        *       *        * 
December 25, 2035...........     0        0       0       0        0       0       0        0       0        0 
Weighted Average Life to                                                                                       
Maturity in Years(1)........ 21.19     5.49    3.24    2.16     1.55   21.03    5.47     3.23    2.16     1.55 
Weighted Average Life to                                                                                       
Optional Termination in                                                                                        
Years(1)(2)................. 21.13     5.07    2.95    1.96     1.42   20.97    5.06     2.95    1.96     1.42 

------------------                                                              
* 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 I-A4A CERTIFICATES                  CLASS I-A34B CERTIFICATES      
                                ------------------------------------      ------------------------------------ 
      DISTRIBUTION DATE         0%      15%      25%     35%     45%      0%      15%     25%      35%     45% 
      -----------------         --      ---      ---     ---     ---      --      ---     ---      ---     --- 
                                                                                                               
Initial Percentage..........   100%     100%    100%    100%     100%    100%    100%     100%    100%     100%
December 25, 2006...........   100       84      73      62       51     100      84       73      62       51 
December 25, 2007...........   100       70      53      38       26     100      70       53      38       26 
December 25, 2008...........   100       58      38      24       13      99      58       38      24       13 
December 25, 2009...........   100       48      29      15        7      99      48       29      15        7 
December 25, 2010...........    99       41      21      10        4      99      40       21      10        4 
December 25, 2011...........    98       34      16       6        2      98      34       16       6        2 
December 25, 2012...........    97       29      12       4        1      96      28       12       4        1 
December 25, 2013...........    95       24       9       3        1      95      24        9       3        1 
December 25, 2014...........    94       20       6       2        *      94      20        6       2        * 
December 25, 2015...........    92       17       5       1        *      92      17        5       1        * 
December 25, 2016...........    90       14       3       1        *      90      14        3       1        * 
December 25, 2017...........    87       11       3       *        *      88      11        3       *        * 
December 25, 2018...........    85        9       2       *        *      85       9        2       *        * 
December 25, 2019...........    82        8       1       *        *      82       8        1       *        * 
December 25, 2020...........    79        6       1       *        *      79       6        1       *        * 
December 25, 2021...........    76        5       1       *        *      76       5        1       *        * 
December 25, 2022...........    73        4       *       *        *      73       4        *       *        * 
December 25, 2023...........    69        3       *       *        *      69       3        *       *        * 
December 25, 2024...........    66        3       *       *        *      66       3        *       *        * 
December 25, 2025...........    61        2       *       *        *      62       2        *       *        * 
December 25, 2026...........    57        2       *       *        *      57       2        *       *        * 
December 25, 2027...........    52        1       *       *        *      52       1        *       *        * 
December 25, 2028...........    47        1       *       *        *      47       1        *       *        * 
December 25, 2029...........    42        1       *       *        *      42       1        *       *        * 
December 25, 2030...........    36        1       *       *        *      36       1        *       *        * 
December 25, 2031...........    29        *       *       *        *      29       *        *       *        * 
December 25, 2032...........    22        *       *       *        *      22       *        *       *        * 
December 25, 2033...........    15        *       *       *        *      15       *        *       *        * 
December 25, 2034...........     7        *       *       *        *       7       *        *       *        * 
December 25, 2035...........     0        0       0       0        0       0       0        0       0        0 
Weighted Average Life to                                                                                       
Maturity in Years(1)........ 21.04     5.48    3.24    2.16     1.55   21.03    5.48     3.24    2.16     1.55 
Weighted Average Life to                                                                                       
Optional Termination in                                                                                        
Years(1)(2)................. 20.97     5.07    2.95    1.97     1.42   20.97    5.07     2.95    1.96     1.42 

------------------                                                              
* 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 I-A5A AND CLASS I-A5B CERTIFICATES      OFFERED SUBORDINATE CERTIFICATES   
                              ----------------------------------------    ------------------------------------ 
      DISTRIBUTION DATE         0%      15%      25%     35%     45%      0%      15%     25%      35%     45% 
      -----------------         --      ---      ---     ---     ---      --      ---     ---      ---     --- 
                                                                                                               
Initial Percentage..........   100%     100%    100%    100%     100%    100%    100%     100%    100%     100%
December 25, 2006...........   100       84      73      62       51     100     100      100     100      100 
December 25, 2007...........   100       70      53      38       26     100     100      100      93       78 
December 25, 2008...........    99       58      38      24       13     100     100       92      75       58 
December 25, 2009...........    99       48      29      15        7      99      99       68      48       32 
December 25, 2010...........    99       40      21      10        4      99      89       51      31       17 
December 25, 2011...........    99       34      16       6        2      98      75       38      20        9 
December 25, 2012...........    98       29      12       4        1      97      63       28      13        5 
December 25, 2013...........    97       24       9       3        1      96      53       21       8        3 
December 25, 2014...........    96       20       7       2        *      94      44       15       5        2 
December 25, 2015...........    94       17       5       1        *      93      37       11       3        1 
December 25, 2016...........    92       14       4       1        *      91      31        8       2        * 
December 25, 2017...........    90       12       3       *        *      88      25        6       1        * 
December 25, 2018...........    87       10       2       *        *      86      21        4       1        * 
December 25, 2019...........    84        8       1       *        *      83      17        3       1        * 
December 25, 2020...........    81        7       1       *        *      80      14        2       *        * 
December 25, 2021...........    78        5       1       *        *      77      12        2       *        * 
December 25, 2022...........    75        4       1       *        *      74       9        1       *        * 
December 25, 2023...........    71        4       *       *        *      70       8        1       *        * 
December 25, 2024...........    67        3       *       *        *      66       6        1       *        * 
December 25, 2025...........    63        2       *       *        *      62       5        *       *        * 
December 25, 2026...........    58        2       *       *        *      58       4        *       *        * 
December 25, 2027...........    54        1       *       *        *      53       3        *       *        * 
December 25, 2028...........    48        1       *       *        *      48       2        *       *        * 
December 25, 2029...........    43        1       *       *        *      42       2        *       *        * 
December 25, 2030...........    37        1       *       *        *      36       1        *       *        * 
December 25, 2031...........    30        *       *       *        *      30       1        *       *        * 
December 25, 2032...........    23        *       *       *        *      23       1        *       *        * 
December 25, 2033...........    15        *       *       *        *      15       *        *       *        * 
December 25, 2034...........     7        *       *       *        *       7       *        *       *        * 
December 25, 2035...........     0        0       0       0        0       0       0        0       0        0 
Weighted Average Life to                                                                                       
Maturity in Years(1)........ 21.38     5.52    3.25    2.16     1.55   21.15    9.73     6.07    4.56     3.56 
Weighted Average Life to                                                                                       
Optional Termination in                                                                                        
Years(1)(2)................. 21.32     5.10    2.95    1.96     1.42   21.09    8.82     5.37    3.94     3.00 

------------------                                                              
* 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 levels of CPR 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
CPR 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 SUBORDINATE CERTIFICATES                               

     If each class of Subordinate Certificates with a lower distribution
priority has been reduced to zero, the yield to maturity of the remaining class 
of Subordinate Certificates with the lowest distribution priority will become   
extremely sensitive to losses on the related mortgage loans (and the timing     
thereof) that are covered by subordination because the entire amount of any     
Realized Losses will be allocated to those certificates. The initial undivided  
interest in the Collateral Pool I evidenced by the Class I-B1 Certificates, the 
Class I-B2 Certificates, the Class I-B3 Certificates, the Class I-B4            
Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates is    
approximately 3.00%, approximately 1.45%, approximately 0.85%, approximately    
0.80%, approximately 0.65% and approximately 0.45%, respectively. Investors in  
the Subordinate Certificates should fully consider the risk that Realized Losses
on the related mortgage loans could result in the failure of investors to       
recover fully their investments. In addition, once Realized Losses have been    
allocated to the Subordinate Certificates, their Certificate Principal Balances 
will be reduced by the amount so allocated. Therefore, the amounts of Realized  
Losses allocated to the Subordinate Certificates will no longer accrue interest 
nor will these amounts be reinstated or otherwise reimbursed thereafter.        
However, in the event that Realized Losses on a mortgage loan are subsequently  
recovered from the proceeds of such mortgage loan, the Certificate Principal    
Balance of the most senior classes of certificates remaining outstanding in the 
related certificate group to which Realized Losses have been allocated may be   
increased.                                                                      

ADDITIONAL YIELD CONSIDERATIONS APPLICABLE SOLELY TO THE RESIDUAL CERTIFICATES  

       The after-tax rate of return to holders of Residual Certificates will
reflect such holders' pre-tax rate of return, reduced by the taxes required to  
be paid with respect to their Residual Certificates. Holders of the Residual    
Certificates will have tax liabilities with respect to their Residual           
Certificates during the early years of each related REMIC's term that           
substantially exceed any amounts distributable thereon during or prior to any   
such period. In addition, holders of Residual Certificates will have tax        
liabilities with respect to their Residual Certificates the present value of    
which substantially exceeds the present value of amounts distributable thereon  
and of any tax benefits that may arise with respect thereto. Accordingly, the   
after-tax rate of return on the Residual Certificates may be negative or may    
otherwise be significantly adversely affected. The timing and amount of taxable 
income attributable to the Residual Certificates will depend on, among other    
things, the timing and amounts of prepayments and losses experienced with       
respect to the related collateral pool.                                         

   Holders of the Residual Certificates should consult their own tax
advisors as to the effect of taxes and the receipt of any distributions made to 
such holders in connection with the transfer of the Residual                    

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Certificates on after-tax rates of return on the Residual Certificates. See     
"Federal Income Tax Consequences" in this prospectus supplement and in the      
prospectus.                                                                     

 DESCRIPTION OF THE CERTIFICATES

GENERAL                                                                         

The Group I Certificates will consist of sixteen classes of   
certificates designated as the Class I-A1A, Class I-A2A, Class I-A12B, Class    
I-A3A, Class I-A4A, Class I-A34B, Class I-A5A, Class I-A5B, Class I-B1, Class   
I-B2, Class I-B3, Class I-B4, Class I-B5, Class I-B6, Class I-P and Class I-R   
Certificates. Only the twelve classes of certificates listed on the table on    
page S-5 of this prospectus supplement are offered by this prospectus           
supplement.                                                                     

The Group I Certificates represent in the aggregate the entire
beneficial ownership interest in Collateral Pool I, consisting primarily of the 
mortgage pool of conventional, one- to four-family, adjustable-rate and         
fixed-rate first lien mortgage loans. The Group I Certificates will be entitled 
to payments received on the Group I Mortgage Loans. For the designations given  
to certain classes of certificates based on their characterization and relation 
to a collateral pool, to a loan group, or to a certificate group, see "Summary  
of Prospectus Supplement-- The Certificates" in this prospectus supplement.     

     The Class I-A1A Certificates and the I-A1B Component generally will
represent senior interests in the Group I-1 Mortgage Loans. The Class I-A2A     
Certificates and the I-A2B Component generally will represent senior interests  
in the Group I-2 Mortgage Loans. The Class I-A12B Certificates generally will   
represent senior interests in the Group I-1 Mortgage Loans and the Group I-2    
Mortgage Loans. The Class I-A3A Certificates and the I-A3B Component generally  
will represent senior interests in the Group I-3 Mortgage Loans. The Class I-A4A
Certificates and the I-A4B Component generally will represent senior interests  
in the Group I-4 Mortgage Loans. The Class I-A34B Certificates generally will   
represent senior interests in the Group I-3 Mortgage Loans and the Group I-4    
Mortgage Loans. The Class I-A5A Certificates and the Class I-A5B Certificates   
generally will represent senior interests in the Group I-5 Mortgage Loans. The  
Class I-B1, Class I-B2, Class I-B3, Class I-B4, Class I-B5 and Class I-B6       
Certificates will represent subordinate interests in all the Group I Mortgage   
Loans. The Class I-R Certificates will represent senior interests in the Group  
I-1 Mortgage Loans and residual interests in the REMICs that relate to          
Collateral Pool I. Except to the extent described herein under                  
"--Cross-Collateralization of the Collateral Pool I" below, no Class A          
Certificates will be entitled to payments received on mortgage loans in         
Collateral Pool I in an unrelated loan group.                                   

 The I-A1B Component, I-A2B Component, I-A3B Component and I-A4B
Component, referred to herein as the Senior Support Components, are not         
separately transferable. The Class I-A12B Certificates are comprised of the     
I-A1B Component and the I-A2B Component. The Class I-A34B Certificates are      
comprised of the I-A3B Component and the I-A4B Component.                       

        References in this prospectus supplement to the "Certificate Principal
Balance of the related Senior Support Certificates or Component Principal       
Balance of the related Senior Support Component, as applicable" shall mean, with
respect to the Group I-1 Mortgage Loans, the Component Principal Balance of the 
I-A1B Component; with respect to the Group I-2 Mortgage Loans, the Component    
Principal Balance of the I-A2B Component; with respect to the Group I-3 Mortgage
Loans, the Component Principal Balance of the I-A3B Component; with respect to  
the Group I-4 Mortgage Loans, the Component Principal Balance of the I-A4B      
Component; and with respect to the Group I-5 Mortgage Loans, the Certificate    
Principal Balance of the Class I-A5B Certificates.                              

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 References in this prospectus supplement to the "Senior Support
Certificates or Senior Support Component, as applicable" shall mean, with       
respect to the Group I-1 Mortgage Loans, the I-A1B Component; with respect to   
the Group I-2 Mortgage Loans, the I-A2B Component; with respect to the Group I-3
Mortgage Loans, the I-A3B Component; with respect to the Group I-4 Mortgage     
Loans, the I-A4B Component; and with respect to the Group I-5 Mortgage Loans,   
the Class I-A5B Certificates.                                                   

        Distributions on the Offered 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 January 2006.                                        

      Each class of Offered Certificates will have the initial Certificate
Principal Balance if applicable (subject to the indicated permitted variance)   
and pass-through rate if applicable 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 Residual Certificates also represent the right to receive 
additional distributions in respect of the related collateral pool on any       
distribution date after all required distributions of principal and interest    
have been made on such date in respect of the other related classes of          
certificates, although it is not anticipated that funds will be available for   
any such additional distribution.                                               

        The Group I Non-Offered Subordinate Certificates have in the aggregate
an initial Certificate Principal Balance of approximately $10,668,707, subject  
to a permitted variance of plus or minus 5%. The Group I Non-Offered Subordinate
Certificates, which are not offered by this prospectus supplement, will be sold 
by the depositor to Citigroup Global Markets Inc. on the closing date.          

    The Group II Certificates are not being offered by this prospectus
supplement. The Group II Certificates represent interests only in the Group II  
Mortgage Loans. Under no circumstances will the Group I Certificates receive    
distributions from the Group II Mortgage Loans and under no circumstances will  
the Group II Certificates receive distributions from the Group I Mortgage Loans.
Under no circumstances will losses on the Group II Mortgages Loans be allocated 
to the Group I Certificates and under no circumstances will losses on the Group 
I Mortgage Loans be allocated to the Group II Certificates.                     

       The Class I-P Certificates will have an initial certificate principal
balance of $100 and will not be entitled to distributions in respect of         
interest. The Class I-P Certificates will be entitled to all prepayment premiums
or charges received in respect of the Group I Mortgage Loans. The Class I-P     
Certificates which are not being offered by this prospectus supplement, will be 
sold by the depositor to Citigroup Global Markets Inc. on the closing date.     

        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 paying agent to the persons in whose names the      
certificates are registered at the close of business on each record date. With  
respect to each class of the Offered Certificates, the record date for each     
distribution date will be the close of business on the last business day of the 
calendar month preceding the month in which such distribution date occurs, for  
so long as such certificates are book-entry certificates as described under     
"Registration of the Book-Entry Certificates" below. 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 certificate registrar at
least five business days prior to the relevant record date by any holder of     
certificates by wire                                                            

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

REGISTRATION OF THE BOOK-ENTRY CERTIFICATES                                     

         The Offered Certificates (other than the Residual 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 (other than the Residual 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 paying agent 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.                                                                       

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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 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.                          

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       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. 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 paying agent 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.                                                

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 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 paying agent 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.   

    DTC has advised the trust administrator and the paying agent 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 or the paying 
agent 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 (or the    
paying agent on behalf of the trust administrator) is unable to locate a        
qualified successor or (b) after the occurrence of a master 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 paying agent 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 paying agent 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 paying agent on behalf of the trustee will issue definitive
certificates, and thereafter the trust administrator and the paying agent 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                               

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obligation to perform or continue to perform such procedures and such procedures
may be discontinued at any time.                                                

        None of the depositor, the master servicer, any servicer, the trustee,
the trust administrator or (except in connection with its role as depositary for
Clearstream) Citibank 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 each class of Super Senior Certificates and
the Class I-A5B Certificates on any distribution date will be the Net WAC Rate  
for the Group I Mortgage Loans in the related loan group for such distribution  
date. The pass-through rate on the Class I-A12B Certificates on any distribution
date will be a per annum rate equal to the weighted average of the Group I-1 Net
WAC Rate and Group I-2 Net WAC Rate, weighted on the basis of the Senior Support
Component for the related loan groups. The pass-through rate on the Class I-A34B
Certificates on any distribution date will be a per annum rate equal to the     
weighted average of the Group I-3 Net WAC Rate and Group I-4 Net WAC Rate,      
weighted on the basis of the Senior Support Component for the related loan      
groups.                                                                         

     The pass-through rate for each class of Group I Offered Subordinate
Certificates on any distribution date will be the related Subordinate Net WAC   
Rate. The pass-through rate for the Class I-R Certificates on the first         
distribution date will be the Net WAC Rate for the Group I-1 Mortgage Loans for 
such distribution date.                                                         

      Each class of Group I Certificates that accrues interest 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 each such class of certificates on the basis of a
360 day year consisting of twelve 30-day Interest Accrual Periods. The interest 
entitlement of each such class of certificates on each distribution date will   
also include any interest distributable on such class on the prior distribution 
date that was undistributed on such prior distribution date together with       
interest on such undistributed amount for the most recently-ended Interest      
Accrual Period. The interest entitlement of each such class of certificates will
be reduced, to not less than zero, in the case of each such class, by the       
allocable share for such class of Prepayment Interest Shortfalls to the extent  
not covered by Compensating Interest paid by the servicers or the master        
servicer and by the allocable share for such class of shortfalls resulting from 
the application of the Relief Act.                                              

       Notwithstanding any of the foregoing, with respect to Collateral Pool
I, in the event that a Diverted Interest Amount is distributed to Class A       
Certificates relating to a loan group on any distribution date, such amount may 
not equal the amount of interest accrued on such Class A Certificates at the    
pass-through rate for such certificates for such distribution date.             

GLOSSARY                                                                        

"ADMINISTRATION FEE RATE": With respect to the Group I Mortgage Loans, 0.0025%  
per annum.                                                                      

"AGGREGATE SENIOR PERCENTAGE": Except as described below, the Aggregate Senior  
Percentage for Collateral Pool I initially will equal approximately 92.80%. The 
Aggregate Senior Percentage for Collateral Pool I will be adjusted for each     
distribution date after the first distribution date to be the percentage equal  
to the aggregate Certificate Principal Balance of the Class A Certificates      
immediately prior to such distribution date divided by the aggregate of the     
Scheduled Principal Balance of all of the                                       

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mortgage loans in such collateral pool immediately prior to such distribution   
date; provided, that the Aggregate Senior Percentage for Collateral Pool I will 
not exceed 100%.                                                                

"AGGREGATE SUBORDINATE PERCENTAGE": The Aggregate Subordinate Percentage with   
respect to any distribution date will be the percentage equal to the aggregate  
Certificate Principal Balance of the related Subordinate Certificates           
immediately prior to such distribution date divided by the aggregate Scheduled  
Principal Balance of all of the related mortgage loans as of the close of       
business on the first day of the calendar month immediately preceding such      
distribution date.                                                              

"AVAILABLE DISTRIBUTION AMOUNT": The Group I Available Distribution Amount.     

"BANKRUPTCY AMOUNT": The aggregate amount of Realized Losses which may be       
allocated in connection with Bankruptcy Losses on the related mortgage loans    
through subordination. The Bankruptcy Amount for Collateral Pool I will         
initially be equal to approximately $269,680. As of any date of determination,  
the Bankruptcy Amount for Collateral Pool I will equal $269,680 less the sum of 
any amounts allocated through subordination for such losses up to the date of   
determination.                                                                  

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

"CERTIFICATE PRINCIPAL BALANCE": The Certificate Principal Balance of a         
certificate outstanding at any time represents the then maximum amount that the 
holder of that certificate is thereafter entitled to receive as distributions   
allocable to principal from the cash flow on the related mortgage loans and the 
other assets in the trust. The Certificate Principal Balance of any class of    
certificates as of any date of determination is equal to the initial Certificate
Principal Balance of that class, reduced by the aggregate of: (a) all amounts   
allocable to principal previously distributed with respect to that certificate  
and (b) without duplication of amounts described in clause (a), any reductions  
in the Certificate Principal Balance thereof deemed to have occurred in         
connection with allocations thereto of Realized Losses on the related mortgage  
loans and Extraordinary Trust Fund Expenses, in either case as described under  
"Allocation of Losses; Subordination" in this prospectus supplement.            
Notwithstanding the foregoing, the Certificate Principal Balance of the class of
Subordinate Certificates relating to a collateral pool outstanding with the     
highest numerical designation at any given time will not be greater than the    
excess, if any, of the then aggregate principal balance of the mortgage loans in
such collateral pool over the then aggregate Certificate Principal Balances of  
all other classes of certificates relating to that collateral pool. In addition,
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 related class remaining 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. If the entire aggregate amount of Realized Losses previously        
allocated to such class has been offset by such an increase in the Certificate  
Principal Balance of such Class as described above, then the Certificate        
Principal Balance of the next most senior related class remaining outstanding to
which Realized Losses have been allocated will be increased by the remaining    
unapplied amount of such subsequently recovered loss amount, to the extent of   
aggregate Realized Losses previously allocated to such next most senior class,  
and so forth.                                                                   

"COMPONENT PRINCIPAL BALANCE": For any Senior Support Component, the Component  
Principal Balance of any such component as of any date of determination is equal
to the initial Component Principal Balance of that component (as set forth      
below), reduced by the aggregate of: (a) all amounts allocable to principal     
previously distributed with respect to that component and (b) without           
duplication of amounts described in clause (a), any reductions in the Component 
Principal Balance thereof deemed to have occurred in connection with allocations
thereto of Realized Losses on the related mortgage loans and                    

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Extraordinary Trust Fund Expenses, in either case as described under "Allocation
of Losses; Subordination" in this prospectus supplement.                        

 The initial Component Principal Balance of the Senior
Support Components is as follows: 

                                                                [Download Table]

==================================================================================
                                                       INITIAL                    
             COMPONENT                     COMPONENT PRINCIPAL BALANCE(1)         
----------------------------------------------------------------------------------
                                                                                  
               I-A1B                                 $8,168,000                   
----------------------------------------------------------------------------------
               I-A2B                                 $5,240,000                   
----------------------------------------------------------------------------------
               I-A3B                                $12,766,000                   
----------------------------------------------------------------------------------
               I-A4B                                 $6,406,000                   
----------------------------------------------------------------------------------

-------------                                                                   
(1) Approximate; subject to a permitted variance of plus or minus 5%.           

"CLASS A PRINCIPAL ADJUSTMENT AMOUNT": As to any Distribution Date and any loan 
group, if the Certificate Principal Balance of the related Super Senior         
Certificates and the Certificate Principal Balance of the related Senior Support
Certificates or Component Principal Balance of the related Senior Support       
Component, as applicable, related to a loan group included in Collateral Pool I 
have been reduced to zero, the sum of (1) any remaining principal prepayments,  
liquidation proceeds or other unscheduled payments of principal collected in    
respect of the related mortgage loans in the loan group related to those        
certificates and/or components that have been reduced to zero, and (2) if the   
aggregate Certificate Principal Balance of the related Subordinate Certificates 
has also been reduced to zero on such distribution date, all payments in respect
of scheduled principal collected in respect of the related mortgage loans in the
loan group related to those certificates and/or components that have been       
reduced to zero.                                                                

"CLASS B PERCENTAGE": The Class B Percentage for the Class I-B1 Certificates,   
the Class I-B2 Certificates, the Class I-B3 Certificates, the Class I-B4        
Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates       
initially will equal approximately 41.67%, approximately 20.14%, approximately  
11.80%, approximately 11.11%, approximately 9.03% and approximately 6.25%,      
respectively, and will in no event exceed 100% in the aggregate. The Class B    
Percentage for each class of Subordinate Certificates will be adjusted for each 
distribution date to be the percentage equal to the Certificate Principal       
Balance of such class of Subordinate Certificates immediately prior to such     
distribution date divided by the aggregate Certificate Principal Balance of all 
the Subordinate Certificates relating to the same collateral pool immediately   
prior to such distribution date.                                                

"COMPENSATING INTEREST": With respect to any principal prepayments in full or in
part, any payments made by the servicer (or the master servicer, if applicable) 
from its own funds to cover Prepayment Interest Shortfalls as described herein. 

"CROSS-COLLATERALIZATION DATE": Any distribution date on which there are one or 
more Undercollateralized Loan Groups and one or more Overcollateralized Loan    
Groups.                                                                         

"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 of the mortgaged property by a court of competent jurisdiction 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.                                                                

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"DETERMINATION DATE": The Determination Date is, with respect to each servicer  
and the related servicing agreement, the specified business day each month as to
which scheduled payments on the related mortgage loans, if not received on or   
before such day, are required to be advanced for the related distribution date, 
to the extent such advances are deemed recoverable from late collections or     
other proceeds of the related mortgage loan.                                    

"DIVERTED INTEREST AMOUNT": With respect to any distribution date and Collateral
Pool I, one month's interest accrued during the Interest Accrual Period on the  
Overcollateralized Amount for that collateral pool at the pass-through rate for 
the Super Senior Certificates and the Senior Support Certificates or the Senior 
Support Component, as applicable, related to the Undercollateralized Loan Group 
or Undercollateralized Loan Groups in such collateral pool and any other unpaid 
interest shortfalls on the Super Senior Certificates and the Senior Support     
Certificates or the Senior Support Component, as applicable, related to such    
Undercollateralized Loan Group or Undercollateralized Loan Groups, to the extent
available (with overcollateralization and undercollateralization calculated, for
purposes of this definition only, as of the prior distribution date after taking
into account all distributions and Realized Loss allocations that occurred on   
such prior distribution date). On any distribution date, any Diverted Interest  
Amount will be diverted to the Available Distribution Amounts of any            
Undercollateralized Loan Groups on a pro rata basis based on their respective   
Undercollateralized Amounts. On any distribution date, any Diverted Interest    
Amount will be diverted from the Available Distribution Amounts of any          
Overcollateralized Loan Groups on a pro rata basis based on their respective    
Overcollateralized Amounts.                                                     

"DUE PERIOD": The Due Period with respect to any distribution date commences on 
the second day of the month immediately preceding the month in which the        
distribution date occurs and ends on the first day of the month in which the    
distribution date occurs.                                                       

"EXCESS BANKRUPTCY LOSSES": Excess Bankruptcy Losses are any Bankruptcy Losses  
in excess of the related Bankruptcy Amount.                                     

"EXCESS FRAUD LOSSES": Excess Fraud Losses are any Fraud Losses in excess of the
related Fraud Loss Amount.                                                      

"EXCESS LOSSES": Any Excess Special Hazard Losses, Excess Bankruptcy Losses,    
Excess Fraud Losses and Extraordinary Losses.                                   

"EXCESS SPECIAL HAZARD LOSSES": Excess Special Hazard Losses are any Special    
Hazard Losses in excess of the related Special Hazard Amount.                   

"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, (ii) the Administration 
Fee Rate and (iii) the rate at which any lender-paid primary mortgage insurance 
premiums accrue.                                                                

"EXTRAORDINARY LOSSES":  Any loss resulting from:                               

       o    nuclear or chemical reaction or nuclear radiation or radioactive
             or chemical contamination, all whether controlled or uncontrolled
            and whether such loss be direct or indirect, proximate or remote
             or be in whole or in part caused by, contributed to or aggravated
           by a peril covered by the definition of the term Special Hazard
Loss;                                               

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   o    hostile or warlike action in time of peace or war, including
          action in hindering, combating or defending against an actual,
              impending or expected attack by any government or sovereign power,
         de jure or de facto, or by any authority maintaining or using
       military, naval or air forces, or by military, naval or air
              forces, or by an agent of any such government, power, authority or
forces;                                             

       o    any weapon of war employing atomic fission or radioactive forces
whether in time of peace or war; and                

       o    insurrection, rebellion, revolution, civil war, usurped power or
             action taken by governmental authority in hindering, combating or
              defending against such an occurrence, seizure or destruction under
           quarantine or customs regulations, confiscation by order of any
             government or public authority, or risks of contraband or illegal
transactions or trade.                              

"EXTRAORDINARY TRUST FUND EXPENSE": An Extraordinary Trust Fund Expense is an   
unanticipated trust expense (exclusive of any cost, expense, liability or loss  
that is specific to a particular mortgage loan and is taken into account in     
calculating a Realized Loss in respect thereof), including certain              
reimbursements to the master servicer, the servicers, or the depositor of the   
kind described in the prospectus under "Description of the Securities-- Certain 
Matters Regarding the Master Servicer and the Depositor," certain reimbursements
to the trust administrator as described under "Pooling and Servicing Agreement  
--The Trust Administrator" in this prospectus supplement, certain reimbursements
to the trustee described under "Pooling and Servicing Agreement --The Trustee"  
in this prospectus supplement, certain reimbursements to the paying agent,      
certificate registrar and authenticating agent described under "Pooling and     
Servicing Agreement -- The Paying Agent, Certificate Registrar and              
Authenticating Agent" in this prospectus supplement and certain taxes that may  
be payable by the trust as described under "Federal Income Tax Consequences" in 
this prospectus supplement.                                                     

"FRAUD LOSS": A Fraud Loss is a loss incurred on a defaulted mortgage loan as to
which there was intentional fraud, dishonesty or misrepresentation in the       
origination of the mortgage loan, including a loss by reason of the denial of   
coverage under any related primary mortgage insurance policy because of fraud,  
dishonesty or misrepresentation.                                                

"FRAUD LOSS AMOUNT": The Fraud Loss Amount will initially be equal to 2.00% of  
the aggregate principal balance of the related mortgage loans as of the cut-off 
date. As of any date of determination after the cut-off date, the Fraud Loss    
Amount will equal:                                                              

    o    prior to the second anniversary of the cut-off date an amount
            equal to 2.00% of the aggregate principal balance of the related
             mortgage loans as of the cut-off date minus the aggregate amounts
           allocated through subordination with respect to Fraud Losses on
the related mortgage loans up to the related date of
determination; and                                  

       o    on or after the second anniversary of the cut-off date and prior
           to the fifth anniversary of the cut-off date an amount equal to
            1.00% of the aggregate principal balance of the related mortgage
              loans as of the cut-off date minus the aggregate amounts allocated
             through subordination with respect to Fraud Losses on the related
   mortgage loans up to the related date of determination.

        On and after the fifth anniversary of the cut-off date, the Fraud Loss
Amount will be zero.                                          

"GREENPOINT MORTGAGE LOANS": The mortgage loans originated by 
GreenPoint Mortgage Funding, Inc.                             

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"GROUP I AVAILABLE DISTRIBUTION AMOUNT": With respect to a loan group within    
Collateral Pool I and any distribution date, the sum, net of amounts            
reimbursable therefrom to the servicers, the master servicer, the trust         
administrator, the paying agent, the certificate registrar, the authenticating  
agent or the trustee, of (i) the aggregate amount of scheduled monthly payments 
on the related Group I Mortgage Loans due on the related due date and received  
on or prior to the related Determination Date, after deduction of the servicing 
fees and the administration fee, (ii) certain unscheduled payments (other than  
prepayment charges) in respect of the related Group I Mortgage Loans (including 
prepayments, insurance proceeds, liquidation proceeds, Subsequent Recoveries and
proceeds from repurchases of and substitutions for the related Group I Mortgage 
Loans) occurring during the related Prepayment Period, (iii) all P&I Advances   
and Compensating Interest with respect to the related Group I Mortgage Loans    
received for the related distribution date, (iv) such loan group's pro rata     
share of the Class A Principal Adjustment Amount related to Collateral Pool I,  
if any, (allocated to such class as described under "--Cross Collateralization")
and (v) if the related loan group is an Undercollateralized Loan Group, such    
group's pro rata share of the Diverted Interest Amount for Collateral Pool I and
such distribution date (allocated to such class as described under "--Cross     
Collateralization"); minus (vi) if the Certificate Principal Balance of the     
related Super Senior Certificates and the Certificate Principal Balance of the  
related Senior Support Certificates or Component Principal Balance of the       
related Senior Support Component, as applicable, related to that loan group have
been reduced to zero, the Class A Principal Adjustment Amount for that          
distribution date and minus (vii) if the related loan group is an               
Overcollateralized Loan Group, such group's pro rata share of the Diverted      
Interest Amount for Collateral Pool I and such distribution date (allocated to  
such class as described under "--Cross Collateralization"); provided, that, on  
any distribution date on which there is a Super Senior Certificate and Senior   
Support Certificate or Senior Support Component, as applicable, relating to only
one loan group remaining outstanding, the Group I Available Distribution Amount 
for that distribution date will be calculated on an aggregate Collateral Pool I 
basis, without regard to the related loan group.                                

"GROUP I SENIOR PERCENTAGE": For each distribution date and a loan group        
included in Collateral Pool I, the percentage equal to the aggregate Certificate
Principal Balance of the related Super Senior Certificates and the Certificate  
Principal Balance of the related Senior Support Certificates or Component       
Principal Balance of the related Senior Support Component, as applicable,       
immediately prior to such distribution date divided by the aggregate Scheduled  
Principal Balance, as of the day immediately prior to such distribution date, of
the Group I Mortgage Loans included in that loan group; provided, that          

(i)   a Group I Senior Percentage will not exceed 100%;                   

   (ii)  on any distribution date on which the related Super Senior Certificates
 and Senior Support Certificates or Senior Support Component, as
      applicable, are the only certificates or components outstanding, the
     Group I Senior Percentage for that loan group will be calculated by
        dividing the Certificate Principal Balance of the related Super Senior
   Certificates and the Certificate Principal Balance of the related
   Senior Support Certificates or Component Principal Balance of the
       related Senior Support Component, as applicable, immediately prior to
         such distribution date by the aggregate Scheduled Principal Balance, as
        of the day immediately prior to such distribution date, of all Group I
Mortgage Loans; and                                           

  (iii) on any distribution date that is a Cross-Collateralization Date and on
        which the aggregate Scheduled Principal Balance of the related Group I
      Mortgage Loans exceed the aggregate Certificate Principal Balance of
     the related Super Senior Certificates and the Certificate Principal
 Balance of the related Senior Support Certificates or Component
Principal Balance of the related Senior Support Component, as 
    applicable, the Group I Senior Percentage for that loan group will
  equal the lesser of (i) 100% and (ii) the sum of the Certificate
    Principal Balance of the related Super Senior Certificates and the
Certificate Principal Balance of the                          

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       related Senior Support Certificates or Component Principal Balance of
        the related Senior Support Component, as applicable, immediately prior
       to such distribution date plus that portion of the Overcollateralized
         Amount related to Collateral Pool I that is subtracted from the related
  Group I Available Distribution Amount on such distribution date,
     divided by the aggregate Scheduled Principal Balance of the related
     Group I Mortgage Loans immediately prior to such distribution date.

     The Group I Senior Percentage for each loan group within Collateral
Pool I initially will be 92.80%.                                                

"GROUP I SENIOR PREPAYMENT PERCENTAGE": The Group I Senior Prepayment Percentage
for any loan group within Collateral Pool I and distribution date occurring     
prior to the distribution date in January 2013 will equal 100%. Except as       
described below, the Group I Senior Prepayment Percentage for any distribution  
date occurring on or after the distribution date in January 2013 will be as     
follows:                                                                        

         o        for any distribution date on or after the seventh and prior to
              the eighth anniversary of the first distribution date, the
                  related Group I Senior Percentage for the related distribution
               date plus 70% of the related Group I Subordinate Percentage
for the related distribution date;          

        o        for any distribution date on or after the eighth and prior to
             the ninth anniversary of the first distribution date, the
                  related Group I Senior Percentage for the related distribution
               date plus 60% of the related Group I Subordinate Percentage
for the related distribution date;          

       o        for any distribution date on or after the ninth and prior to
             the tenth anniversary of the first distribution date, the
                  related Group I Senior Percentage for the related distribution
               date plus 40% of the related Group I Subordinate Percentage
for the related distribution date;          

       o        for any distribution date on or after the tenth and prior to
                the eleventh anniversary of the first distribution date, the
                  related Group I Senior Percentage for the related distribution
               date plus 20% of the related Group I Subordinate Percentage
for the related distribution date; and      

         o        for any distribution date on and after eleventh anniversary of
           the first distribution date, the related Group I Senior
 Percentage for the related distribution date.

        Any scheduled reduction to a Group I Senior Prepayment Percentage will
not be made as of any distribution date unless:                                 

(i)      the outstanding principal balance of the Group I Mortgage Loans        
         delinquent 60 days or more, including REO properties and mortgage loans
       in foreclosure, averaged over the last six months does not exceed 50%
      of the sum of the then current Certificate Principal Balances of the
Subordinate Certificates; and                                 

(ii)     Realized Losses on the Group I Mortgage Loans to date are less than the
then applicable Trigger Amount.                               

  On any distribution date on which Realized Losses on the Group I
Mortgage Loans to date are greater than the then applicable Trigger Amount, the 
Group I Senior Prepayment Percentage for each loan group within Collateral Pool 
I will be the greater of (x) the related Group I Senior Prepayment Percentage   
for such distribution date or (y) the related Group I Senior Prepayment         
Percentage for the immediately preceding distribution date.                     

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Notwithstanding the foregoing, if on any distribution date:   

      o        the Aggregate Subordinate Percentage for Collateral Pool I,
              prior to giving effect to any distributions on the related
              distribution date, equals or exceeds two times the initial
           Aggregate Subordinate Percentage for Collateral Pool I;

        o        the condition set forth in clause (i) above has been met; and

         o        (a) on or prior to the distribution date occurring in December
                  2008, cumulative Realized Losses on the Group I Mortgage Loans
                as of the end of the related Prepayment Period do not exceed
                 20% of the initial aggregate Certificate Principal Balance of
               the Subordinate Certificates and (b) after the distribution
                  date occurring in December 2008, cumulative Realized Losses on
           the Group I Mortgage Loans as of the end of the related
                Prepayment Period do not exceed 30% of the initial aggregate
                  Certificate Principal Balance of the Subordinate Certificates,

then the Group I Senior Prepayment Percentage for the related distribution date 
and each loan group within Collateral Pool I will equal the Group I Senior      
Percentage plus 50% of the Group I Subordinate Percentage for such distribution 
date, if the distribution date is prior to January 2009, and will equal the     
Group I Senior Percentage for the related distribution date, if the distribution
date occurs on or after January 2009.                                           

      Notwithstanding the foregoing, on any distribution date on which the
Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate 
Senior Percentage for Collateral Pool I, the Group I Senior Prepayment          
Percentage for each loan group within Collateral Pool I will be 100%. Upon      
reduction of the Certificate Principal Balance of the related Super Senior      
Certificates and the Certificate Principal Balance of the related Senior Support
Certificates or Component Principal Balance of the related Senior Support       
Component, as applicable, to zero, the Group I Senior Prepayment Percentage for 
the related loan group will equal 0%.                                           

"GROUP I SUBORDINATE PERCENTAGE": With respect to any loan group within         
Collateral Pool I and any distribution date, 100% minus the Group I Senior      
Percentage for that loan group and distribution date.                           

"GROUP I SUBORDINATE PREPAYMENT PERCENTAGE": With respect to any loan group     
within Collateral Pool I and any distribution date, 100% minus the related Group
I Senior Prepayment Percentage for that loan group and distribution date.       

"INTEREST ACCRUAL PERIOD": The Interest Accrual Period for any distribution date
and any class of certificates is the calendar month preceding the month in which
the distribution date occurs, and each such Interest Accrual Period shall be    
deemed to be 30 days regardless of its actual length. All distributions of      
interest on the certificates will be based on a 360-day year consisting of      
twelve 30-day Interest Accrual Periods.                                         

"INTEREST DISTRIBUTION AMOUNT": The Interest Distribution Amount for each class 
of Offered Certificates and in the case of the Senior Support Certificates      
(other than the Class I-A5B Certificates), the related Senior Support Component,
on any distribution date is equal to one month's interest accrued during the    
related Interest Accrual Period on the Certificate Principal Balance or         
Component Principal Balance of such class of certificates or component, as the  
case may be, immediately prior to the distribution date at the then applicable  
pass-through rate for such class or component, as the case may be, plus, in the 
case of each such class or component, as the case may be, any portion of the    
Interest Distribution Amount for such class or component, as the case may be,   
remaining undistributed from the previous distribution date                     

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(with interest on such unpaid amount for the most recently ended Interest       
Accrual Period), and reduced, to not less than zero, in the case of each class  
or component, as the case may be, by the allocable share for such class of      
Prepayment Interest Shortfalls to the extent not covered by Compensating        
Interest paid by the servicers or the master servicer and shortfalls resulting  
from the application of the Relief Act or any state law providing for similar   
relief.                                                                         

"MORTGAGE RATE": The mortgage rate on each mortgage loan is the per annum rate  
of interest specified in the related mortgage note.                             

"NATIONAL CITY MORTGAGE LOANS": The mortgage loans originated by National City  
Mortgage Co.                                                                    

"NET WAC RATE": The Net WAC Rate for any distribution date and any subset of the
mortgage loans is a rate per annum equal to the weighted average of the Expense 
Adjusted Mortgage Rates of the mortgage loans in such subset, weighted based on 
their principal balances as of the first day of the related Due Period.         

"OVERCOLLATERALIZED AMOUNT": As to any distribution date and Collateral Pool I, 
an amount equal to the sum of the Undercollateralized Amounts for each loan     
group in that collateral pool.                                                  

"OVERCOLLATERALIZED LOAN GROUP": With respect to the Class A Certificates, as to
any distribution date on which there is an Undercollateralized Loan Group within
Collateral Pool I, any loan group within such collateral pool for which there is
no Undercollateralized Amount.                                                  

"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 any distribution date
is, with respect to any prepayments in full, prepayments in part, liquidations  
and other unscheduled collections on the mortgage loans serviced by Countrywide 
Servicing, the period that commences on the second day of the month immediately 
preceding the month in which the distribution date occurs and ends on the first 
day of the month in which the distribution date occurs. The Prepayment Period   
with respect to any distribution date is, with respect to any prepayments in    
full, prepayments in part, liquidations and other unscheduled collections on the
mortgage loans serviced by GreenPoint Mortgage, the calendar month immediately  
preceding the month in which the distribution date occurs. The Prepayment Period
with respect to any distribution date is, with respect to any prepayments in    
full, prepayments in part, liquidations and other unscheduled collections on the
mortgage loans serviced by National City, the calendar month immediately        
preceding the month in which the distribution date occurs. The Prepayment Period
with respect to any distribution date is, with respect to any prepayments in    
full, prepayments in part, liquidations and other unscheduled collections on the
mortgage loans serviced by PHH Mortgage Corporation, the period that commences  
on the second day of the month immediately preceding the month in which the     
distribution date occurs and ends on the first day of the month in which the    
distribution date occurs. The Prepayment Period with respect to any distribution
date is, with respect to any prepayments in full, prepayments in part,          
liquidations and other unscheduled collections on the mortgage loans serviced by
Wells Fargo, the calendar month immediately preceding the month in which the    
distribution date occurs.                                                       

"PHH MORTGAGE LOANS": The mortgage loans originated by PHH Mortgage Corporation.

"REALIZED LOSS": A Realized Loss is (a) a Bankruptcy Loss, Fraud Loss or Special
Hazard 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                                                                              

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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 or the master servicer for P&I Advances,   
servicing advances and other related expenses, including attorney's fees)       
towards interest and principal owing on the mortgage loan.                      

"SCHEDULED PRINCIPAL BALANCE": The Scheduled Principal Balance of any mortgage  
loan as of any date of determination is equal to the principal balance of the   
mortgage loan as of the cut-off date after application of all scheduled         
principal payments due on or before the cut-off date, whether or not received,  
reduced by (i) the principal portion of all monthly payments due on or before   
the date of determination, whether or not received, (ii) all amounts allocable  
to unscheduled principal that were received prior to the related Prepayment     
Period in which the date of determination occurs and (iii) any Bankruptcy Loss  
occurring out of a Deficient Valuation that was incurred prior to the related   
Prepayment Period in which the date of determination occurs.                    

"SENIOR INTEREST DISTRIBUTION AMOUNT": With respect to each loan group within   
Collateral Pool I, the Senior Interest Distribution Amount on each distribution 
date is equal to the aggregate of the Interest Distribution Amounts for that    
distribution date for the related Super Senior Certificates and Senior Support  
Certificates or Senior Support Component, as applicable, and, in the case of the
first distribution date, for the related Residual Certificates if applicable.   

"SENIOR PERCENTAGE": The Group I Senior Percentage.                             

"SENIOR PREPAYMENT PERCENTAGE": The Group I Senior Prepayment Percentage.       

"SENIOR PRINCIPAL DISTRIBUTION AMOUNT": The Senior Principal Distribution Amount
for the Super Senior Certificates and Senior Support Certificates or Senior     
Support Component, as applicable, and Residual Certificates relating to a loan  
group for any distribution date is the lesser of (i) the applicable Available   
Distribution Amount remaining after distribution of the related Senior Interest 
Distribution Amount and (ii) the sum of the amounts described in clauses (i)    
through (v) under "Principal Distributions on the Class A Certificates and the  
Residual Certificates" below.                                                   

"SERVICING FEE RATE": The Servicing Fee Rate on the Group I Mortgage Loans will 
be equal to 0.250% or 0.375% per annum; and the Servicing Fee Rate of those     
serviced by Countrywide Servicing will step-up from 0.250% to 0.375% on the     
initial adjustment date.                                                        

"SPECIAL HAZARD AMOUNT": The aggregate amount of Realized Losses which may be   
allocated in connection with Special Hazard Losses on the mortgage loans through
subordination. The Special Hazard Amount for Collateral Pool I will initially be
equal to approximately $5,614,619. As of any date of determination following the
cut-off date, the Special Hazard Amount for Collateral Pool I will equal the    
amount set forth in the preceding sentence less the sum of (i) amounts allocated
through subordination in respect of Special Hazard Losses with respect to the   
related mortgage loans and (ii) the related Adjustment Amount.                  

"SPECIAL HAZARD LOSS": A Special Hazard Loss is a loss incurred in respect of   
any defaulted mortgage loan as a result of direct physical loss or damage to the
mortgaged property, which is not insured against under the standard hazard      
insurance policy or blanket policy insuring against hazard losses which the     
related servicer is required to cause to be maintained on each mortgage loan.   
Special Hazard Losses will not include Extraordinary Losses or any loss         
resulting from:                                                                 

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        o        wear and tear, deterioration, rust or corrosion, mold, wet or
            dry rot; inherent vice or latent defect; animals, birds,
vermin, insects;                            

         o        smog, smoke, vapor, liquid or dust discharge from agricultural
       or industrial operations; pollution; contamination;

o        settling, subsidence, cracking, shrinkage, bulging or
                expansion of pavements, foundations, walls, floors, roofs or
ceilings; or                                

    o        errors in design, faulty workmanship or faulty materials,
                unless the collapse of the property or a part thereof ensues
and then only for the ensuing loss.         

"SUBORDINATE AMOUNT": For any loan group within Collateral Pool I and any       
distribution date, the excess of (i) the Scheduled Principal Balance of the     
related Mortgage Loans, over (ii) the sum of the Certificate Principal Balance  
of the related Super Senior Certificates and the Certificate Principal Balance  
of the related Senior Support Certificates or Component Principal Balance of the
related Senior Support Component, as applicable.                                

"SUBORDINATE INTEREST DISTRIBUTION AMOUNT": The Subordinate Interest            
Distribution Amount on each distribution date is equal to the aggregate of the  
Interest Distribution Amounts for such distribution date on all of the          
Subordinate Certificates.                                                       

"SUBORDINATE NET WAC RATE": The Subordinate Net WAC Rate for any distribution   
date and the Subordinate Certificates is a rate per annum equal to the weighted 
average (weighted in proportion to the results of subtracting, from the         
aggregate principal balance of the mortgage loans in each of loan group I-1,    
loan group I-2, loan group I-3, loan group I-4 and loan group I-5, the          
Certificate Principal Balance of the related Super Senior Certificates and the  
Certificate Principal Balance of the related Senior Support Certificates or     
Component Principal Balance of the related Senior Support Component, as         
applicable, and, if applicable, Residual Certificates) of the weighted average  
Expense Adjusted Mortgage Rates of the Group I-1 Mortgage Loans, Group I-2      
Mortgage Loans, Group I-3 Mortgage Loans, Group I-4 Mortgage Loans and Group I-5
Mortgage Loans.                                                                 

"SUBORDINATE PERCENTAGE":  The Group I Subordinate Percentage.                  

"SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT": The Subordinate Principal          
Distribution Amount with respect to any distribution date and the Subordinate   
Certificates if generally limited to the lesser of (i) the related Available    
Distribution Amounts remaining after the Senior Interest Distribution Amount,   
the related Senior Principal Distribution Amount and the Subordinate Interest   
Distribution Amount are distributed and (ii) the amounts described in clauses   
(i) through (v) under "--Principal Distributions on the Subordinate             
Certificates" below.                                                            

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

"SUBORDINATION TEST": The Subordination Test will be met if the Aggregate       
Subordinate Percentage is equal to or greater than two times the Aggregate      
Subordinate Percentage on the closing date.                                     

"TRIGGER AMOUNT": The Trigger Amount for any distribution date occurring after  
the seventh anniversary of the closing date will be as follows:                 

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         o        for any distribution date on or after the seventh and prior to
                 the eighth anniversary of the first distribution date, 30% of
                the initial sum of the Certificate Principal Balances of the
related Subordinate Certificates;           

        o        for any distribution date on or after the eighth and prior to
                the ninth anniversary of the first distribution date, 35% of
                the initial sum of the Certificate Principal Balances of the
related Subordinate Certificates;           

       o        for any distribution date on or after the ninth and prior to
                the tenth anniversary of the first distribution date, 40% of
                the initial sum of the Certificate Principal Balances of the
related Subordinate Certificates;           

       o        for any distribution date on or after the tenth and prior to
                the eleventh anniversary of the first distribution date, 45%
               of the initial sum of the Certificate Principal Balances of
the related Subordinate Certificates; and   

         o        for any distribution date on or after the eleventh anniversary
                 of the first distribution date, 50% of the initial sum of the
             Certificate Principal Balances of the related Subordinate
Certificates.                               

"UNDERCOLLATERALIZED AMOUNT": As to any distribution date and any loan group    
within Collateral Pool I, the excess, if any, of the aggregate Certificate      
Principal Balance of the related Super Senior Certificates and the Certificate  
Principal Balance of the related Senior Support Certificates or Component       
Principal Balance of the related Senior Support Component, as applicable,       
immediately prior to such distribution date over the sum of (i) the aggregate   
Scheduled Principal Balance of the related mortgage loans, as of the first day  
of the related Due Period and (ii) the aggregate Scheduled Principal Balance of 
the REO properties in the related loan group, before reduction for any Realized 
Losses on such distribution date.                                               

"UNDERCOLLATERALIZED LOAN GROUP": With respect to Collateral Pool I, as to any  
distribution date, any loan group in such collateral pool for which an          
Undercollateralized Amount greater than zero is calculated.                     

"WELLS FARGO MORTGAGE LOANS": The mortgage loans originated by Wells Fargo Bank,
N.A.                                                                            

PRIORITY OF DISTRIBUTIONS                                                       

     Distributions on each distribution date with respect to the Offered
Certificates will be made in the following amounts and order of priority:       

I.       From the Group I Available Distribution Amount related to the
Group I-1 Mortgage Loans:                           

(i)      concurrently, to the Class I-A1A Certificates and the I-A1B  
        Component, and on the first distribution date, the Class I-R
            Certificates, the Interest Distribution Amount for such class or
           component, as the case may be, and such distribution date, on a
             pro rata basis based on their respective entitlements to interest
pursuant to this clause;                            

  (ii)     the Senior Principal Distribution Amount for loan group I-1 and
           such distribution date, first to the Class I-R Certificates and
            then concurrently, to the Class I-A1A Certificates and the I-A1B
             Component, on a pro rata basis based on the Certificate Principal
        Balance or Component Principal Balance of each such class or
component, as the case may be, in each              

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     case until the Certificate Principal Balance or Component
Principal Balance thereof has been reduced to zero; 

II.      From the Group I Available Distribution Amount related to the
Group I-2 Mortgage Loans:                           

(i)      concurrently, to the Class I-A2A Certificates and the I-A2B  
         Component, the Interest Distribution Amount for such class or
           component, as the case may be, and such distribution date, on a
             pro rata basis based on their respective entitlements to interest
pursuant to this clause;                            

(ii)    concurrently, to the Class I-A2A Certificates and the I-A2B 
              Component, the Senior Principal Distribution Amount for loan group
            I-2 and such distribution date, on a pro rata basis based on the
           Certificate Principal Balance or Component Principal Balance of
          each such class or component, as the case may be, in each case
          until the Certificate Principal Balance or Component Principal
Balance thereof has been reduced to zero;           

III.     From the Group I Available Distribution Amount related to the
Group I-3 Mortgage Loans:                           

(i)      concurrently, to the Class I-A3A Certificates and the I-A3B  
         Component, the Interest Distribution Amount for such class or
           component, as the case may be, and such distribution date, on a
             pro rata basis based on their respective entitlements to interest
pursuant to this clause;                            

(ii)    concurrently, to the Class I-A3A Certificates and the I-A3B 
              Component, the Senior Principal Distribution Amount for loan group
            I-3 and such distribution date, on a pro rata basis based on the
           Certificate Principal Balance or Component Principal Balance of
          each such class or component, as the case may be, in each case
          until the Certificate Principal Balance or Component Principal
Balance thereof has been reduced to zero;           

IV.      From the Group I Available Distribution Amount related to the
Group I-4 Mortgage Loans:                           

(i)      concurrently, to the Class I-A4A Certificates and the I-A4B  
         Component, the Interest Distribution Amount for such class or
           component, as the case may be, and such distribution date, on a
             pro rata basis based on their respective entitlements to interest
pursuant to this clause;                            

(ii)     concurrently, to the Class I-A4A Certificates and the I-A4B  
              Component, the Senior Principal Distribution Amount for loan group
            I-4 and such distribution date, on a pro rata basis based on the
           Certificate Principal Balance or Component Principal Balance of
          each such class or component, as the case may be, in each case
          until the Certificate Principal Balance or Component Principal
Balance thereof has been reduced to zero;           

V.       From the Group I Available Distribution Amount related to the
Group I-5 Mortgage Loans:                           

    (i)      concurrently, to the Class I-A5A Certificates and the Class I-A5B
             Certificates, the Interest Distribution Amount for such class and
      such distribution date, on a pro rata basis based on their
        respective entitlements to interest pursuant to this clause;

(ii)     concurrently, to the Class I-A5A Certificates and Class I-A5B
           Certificates, the Senior Principal Distribution Amount for loan
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         basis based on the Certificate Principal Balance of each such
       class, in each case until the Certificate Principal Balance
thereof has been reduced to zero;                   

VI.      From the sum of the Group I Available Distribution Amounts   
   remaining after the above distributions have been made:

o        to the Subordinate Certificates, the Interest Distribution   
        Amount for each such class and such distribution date in the
     following order of priority: first, to the holders of the
        Class I-B1 Certificates; second, to the holders of the Class
      I-B2 Certificates; third, to the holders of the Class I-B3
  Certificates; fourth, to the holders of the Class I-B4
 Certificates; fifth, to the holders of the Class I-B5
     Certificates; and sixth, to the holders of the Class I-B6
     Certificates, in each case to the extent of the remaining
          Group I Available Distribution Amounts and in each case to the
         extent of the Interest Distribution Amount for such class for
such distribution date;                             

o        to the Subordinate Certificates, each class's allocable share
          of the Subordinate Principal Distribution Amount for each loan
         group within Collateral Pool I, calculated as described under
       "--Principal Distributions on the Subordinate Certificates"
    below, in the following order of priority: first, to the
          holders of the Class I-B1 Certificates; second, to the holders
        of the Class I-B2 Certificates; third, to the holders of the
        Class I-B3 Certificates; fourth, to the holders of the Class
      I-B4 Certificates; fifth, to the holders of the Class I-B5
     Certificates; and sixth, to the holders of the Class I-B6
     Certificates, in each case to the extent of the remaining
          Group I Available Distribution Amounts and in each case to the
        extent of such class's allocable share of principal for such
     distribution date until the Certificate Principal Balance
thereof has been reduced to zero;                   

 o        if such distribution date follows the expiration of the latest
        expiring prepayment charge on any mortgage loan remaining in
       Collateral Pool I, to the Class I-P Certificates, until the
     Certificate Principal Balance thereof has been reduced to
zero; and                                           

o        to the Class I-R Certificates, any remainder (which is       
expected to be zero).                               

INTEREST DISTRIBUTIONS                                                          

         Each class of certificates (other than the Class I-P Certificates) will
accrue interest during each Interest Accrual Period on the related Certificate  
Principal Balance thereof at the related pass-through rate calculated as        
described above. Interest will accrue on each such class of certificates on the 
basis of a 360 day year consisting of twelve 30-day Interest Accrual Periods.   
The interest entitlement of each such class of certificates on each distribution
date will also include any interest distributable on such class on the prior    
distribution date that was undistributed on such prior distribution date        
together with interest on such undistributed amount for the most recently-ended 
Interest Accrual Period. The interest entitlement of each class of certificates 
entitled to interest will be 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 or the 
master servicer and by the allocable share for such class of shortfalls         
resulting from the application of the Relief Act.                               

Any Prepayment Interest Shortfalls on the mortgage loans in a 
collateral pool for any distribution date to the extent not covered by          
Compensating Interest paid by the related servicer (or the master servicer, if  
applicable) and any shortfalls on the mortgage loans in such collateral pool for
any distribution date resulting from the application of the Relief Act or any   
state law providing for similar relief will be                                  

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allocated among the holders of all the related interest bearing certificates on 
a pro rata basis based on the respective amounts of interest accrued on such    
certificates for the related distribution date.                                 

     Except as otherwise described in this prospectus supplement, on any
distribution date, distributions of the Interest Distribution Amount for a class
of certificates will be made in respect of the certificates of that class, to   
the extent provided in this section, on a pari passu basis, based on the        
Certificate Principal Balance of the certificates of each class.                

PRINCIPAL DISTRIBUTIONS ON THE CLASS A CERTIFICATES AND THE RESIDUAL            
CERTIFICATES                                                                    

Holders of the Super Senior Certificates and Senior Support   
Certificates or Senior Support Component, as applicable, related to a loan group
will be entitled to receive on each distribution date, and holders of the       
related Residual Certificates will be entitled to receive on the first          
distribution date, in the order of priority described above and to the extent of
the related Available Distribution Amount (net of the related Senior Interest   
Distribution Amount), distributions allocable to principal until the Certificate
Principal Balances thereof have been reduced to zero, in an amount equal to the 
sum of the following:                                                           

      (i) the product of (a) the then-applicable related Senior Percentage
and (b) the aggregate of the following amounts:                                 

         o        the principal portion of the scheduled monthly payment on each
             related mortgage loans due during the related Due Period,
whether or not received;                    

       o        the principal portion of all proceeds received in respect of
                 the repurchase of a related mortgage loan, or, in the case of
           a substitution, certain amounts received representing a
                 principal adjustment as required by the pooling and servicing
       agreement during the related Prepayment Period; and

      o        the principal portion of all other unscheduled collections,
                 other than amounts described in clauses (ii) and (iii) below,
          including insurance proceeds, liquidation proceeds and
                Subsequent Recoveries relating to each related mortgage loan
                received during the related Prepayment Period, to the extent
applied as recoveries of principal;         

       (ii) the product of (a) the then-applicable related Senior Prepayment
Percentage and (b) the aggregate of full and partial principal prepayments      
received on each related mortgage loan during the related Prepayment Period;    

 (iii) with respect to the net liquidation proceeds received and
allocable to principal of any related mortgage loan that was finally liquidated 
during the related Prepayment Period, the least of (a) the product of the       
then-applicable related Senior Prepayment Percentage of such net liquidation    
proceeds and (b) the product of the then-applicable related Senior Percentage of
the Scheduled Principal Balance of the related mortgage loan at the time of     
liquidation;                                                                    

       (iv) any amounts allocable to principal for any previous distribution
date, calculated pursuant to the three preceding clauses, that remain           
undistributed, to the extent that any of such amounts are not attributable to   
Realized Losses that were allocated to the related Subordinate Certificates; and

      (v) with respect to the Super Senior Certificates and Senior Support
Certificates or Senior Support Component, as applicable, relating to any loan   
group in Collateral Pool I, such loan group's pro rata share of the related     
Class A Principal Adjustment Amount, if any, allocated to such Class A          
Certificates as described under "--Cross Collateralization" below;              

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provided, however, that, on any distribution date on which Super Senior         
Certificates and Senior Support Certificates or Senior Support Component, as    
applicable, relating to only one loan group within Collateral Pool I remain     
outstanding, such Super Senior Certificates and Senior Support Certificates or  
Senior Support Component, as applicable, will be entitled to receive            
distributions in respect of the principal collected on any of the remaining     
mortgage loans in such collateral pool and the amounts described in clauses (i) 
through (iv) above for such Super Senior Certificates and Senior Support        
Certificates or Senior Support Component, as applicable, will be calculated on  
an aggregate collateral pool basis, without regard to the related loan group.   

    The disproportionate allocation of certain unscheduled payments in
respect of principal 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 Scheduled Principal Balance 
of the mortgage loans evidenced by the Subordinate Certificates. Increasing the 
respective percentage interest 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.                         

       For purposes of all principal distributions described in this section
and for calculating the related Senior Percentage and the related Senior        
Prepayment Percentage, the applicable Certificate Principal Balance for any     
distribution date will be determined prior to the allocation of losses on the   
mortgage loans in, and Extraordinary Trust Fund Expenses attributable to, each  
collateral pool to be made on such distribution date as described under         
"--Allocation of Losses; Subordination" in this prospectus supplement.          

PRINCIPAL DISTRIBUTIONS ON THE SUBORDINATE CERTIFICATES                         

With respect to each loan group, holders of the Subordinate   
Certificates will be entitled to receive on each distribution date, to the      
extent of the related Available Distribution Amounts remaining after            
distribution of the related Senior Interest Distribution Amounts, if applicable,
the related Senior Principal Distribution Amounts and the related Subordinate   
Interest Distribution Amount on the related distribution date, distributions    
allocable to principal until the Certificate Principal Balances of such         
Subordinate Certificates has been reduced to zero, an amount equal to the sum of
the following:                                                                  

(i) the product of (a) the then applicable related Subordinate
Percentage and (b) the aggregate of the following amounts, if applicable:       

         o        the principal portion of the scheduled monthly payment on each
            related mortgage loan due during the related Due Period,
whether or not received;                    

       o        the principal portion of all proceeds received in respect of
                  the repurchase of a related mortgage loan or, in the case of a
         substitution, certain amounts received representing a
                 principal adjustment as required by the pooling and servicing
       agreement during the related Prepayment Period; and

      o        the principal portion of all other unscheduled collections,
                 other than amounts described in clauses (ii) and (iii) below,
          including insurance proceeds, liquidation proceeds and
                Subsequent Recoveries relating to each related mortgage loan
                received during the related Prepayment Period, to the extent
applied as recoveries of principal;         

 (ii) the product of (a) the then applicable related Subordinate
Prepayment Percentage and (b) the aggregate of all full and partial principal   
prepayments received on the related mortgage loans during the related Prepayment
Period;                                                                         

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 (iii) with respect to the net liquidation proceeds received and
allocable to principal of any related mortgage loan that was finally liquidated 
during the related Prepayment Period, to the extent of the amount, if any, by   
which such net liquidation proceeds exceed the amount distributable to the      
related Class A Certificates in respect of such net liquidation proceeds        
pursuant to clause (iii) under "--Principal Distributions on the Class A        
Certificates and the Residual Certificates" above;                              

       (iv) any amounts allocable to principal for any previous distribution
date, calculated pursuant to the three preceding clauses, that remain           
undistributed, to the extent that any such amounts are not attributable to      
Realized Losses that were allocated to the Subordinate Certificates; and        

       (v) with respect to any loan group in Collateral Pool I, such group's
pro rata share of the related Class A Principal Adjustment Amount, if any,      
allocated, with respect to such loan group, to the applicable Subordinate       
Certificates as described under "--Cross Collateralization" below.              

     On each distribution date, the aggregate distributions of principal
made on such date in respect of the Subordinate Certificates will be applied    
among the classes of Subordinate Certificates, in the order of priority from the
class of Subordinate Certificates with the lowest numerical designation to the  
class of Subordinate Certificates with the highest numerical designation, up to 
the amount allocable to such class for such distribution date as described below
and in each case until the Certificate Principal Balance of each such class is  
reduced to zero, in an amount with respect to each such class equal to the sum  
of:                                                                             

       (x) the related Class B Percentage of the amounts described in clause
(i) above;                                                                      

         (y) the portion of the amounts described in clauses (ii), (iii) and (v)
above allocable to such class as described in the immediately following         
paragraph; and                                                                  

     (z) the excess, if any, of the amount required to be distributed to
such class for the immediately preceding distribution date, over the aggregate  
distributions of principal made in respect of such class of Subordinate         
Certificates on such immediately preceding distribution date to the extent that 
any such excess is not attributable to Realized Losses which were allocated to  
Subordinate Certificates with a lower priority.                                 

        On any distribution date, the portion of (a) all principal prepayments
on the related mortgage loans and (b) net liquidation proceeds allocable to     
principal of any related mortgage loan that was finally liquidated during the   
related Prepayment Period, in each case not included in the related Senior      
Principal Distribution Amounts, will be allocated on a pro rata basis among the 
following classes of related Subordinate Certificates in proportion to the      
respective outstanding portions of the Certificate Principal Balances thereof:  
(i) the Class I-B1 Certificates; (ii) the Class I-B2 Certificates, if on such   
distribution date the aggregate percentage interest in Collateral Pool I        
evidenced by the Class I-B2 Certificates, the Class I-B3 Certificates, the Class
I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates  
equals or exceeds approximately 4.20% before giving effect to distributions on  
such distribution date; (iii) the Class I-B3 Certificates, if on such           
distribution date the aggregate percentage interest in Collateral Pool I        
evidenced by the Class I-B3 Certificates, the Class I-B4 Certificates, the Class
I-B5 Certificates and the Class I-B6 Certificates equals or exceeds             
approximately 2.75% before giving effect to distributions on such distribution  
date; (iv) the Class I-B4 Certificates, if on such distribution date the        
percentage interest in Collateral Pool I evidenced by the Class I-B4            
Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates equals
or exceeds approximately 1.90% before giving effect to distributions on such    
distribution date; (v) the Class I-B5 Certificates, if on such distribution date
the percentage interest in Collateral Pool I evidenced by the Class I-B5        
Certificates and the Class I-B6 Certificates equals or exceeds approximately    
1.10% before giving effect to distributions on such distribution date; and (vi) 
the Class I-B6 Certificates, if on such distribution date the percentage        
interest in                                                                     

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Collateral Pool I evidenced by the Class I-B6 Certificates equals or exceeds    
approximately 0.45% before giving effect to distributions on such distribution  
date.                                                                           

       For purposes of all principal distributions described in this section
and for calculating the related Subordinate Percentages, the applicable         
Certificate Principal Balances for any distribution date will be determined     
prior to the allocation of losses on the mortgage loans in, and Extraordinary   
Trust Fund Expenses attributable to, the related collateral pool to be made on  
such distribution date as described under "--Allocation of Losses;              
Subordination" in this prospectus supplement.                                   

CROSS-COLLATERALIZATION                                                         

        With respect to Collateral Pool I, on each distribution date after the
reduction of the Certificate Principal Balance of the related Super Senior      
Certificates and Senior Support Certificates or Senior Support Component, as    
applicable, relating to each related loan group except one loan group to zero,  
the related Senior Percentage, the related Senior Prepayment Percentage and the 
Senior Principal Distribution Amount with respect to the remaining related Super
Senior Certificates and Senior Support Certificates or Senior Support Component,
as applicable, will be calculated on an aggregate basis, without regard to the  
related loan group. On any distribution date on which the Subordinate           
Certificates relating to Collateral Pool I are no longer outstanding, any losses
on the mortgage loans in such collateral pool will be allocated to the related  
Super Senior Certificates and Senior Support Certificates or Senior Support     
Component, as applicable, as set forth under "--Allocation of Losses;           
Subordination" below.                                                           

Cross-Collateralization Due to Rapid Prepayments in One or More Loan Groups     

    The Senior Principal Distribution Amount with respect to the Super
Senior Certificates and Senior Support Certificates or Senior Support Component,
as applicable, relating to a loan group described above under, "--Principal     
Distributions on the Class A Certificates and the Residual Certificates" will   
change if all of the following conditions are met:                              

     o        the aggregate Certificate Principal Balance of the related
           Super Senior Certificates and the Certificate Principal
         Balance of the related Senior Support Certificates or
             Component Principal Balance of the related Senior Support
              Component, as applicable, related to a loan group has been
reduced to zero;                            

o        there are still Subordinate Certificates outstanding;

      o        the Subordination Test related to Collateral Pool I has not
been met; and                               

     o        the outstanding principal balance of the mortgage loans in
                  such loan group that are delinquent 60 days or more, including
              REO properties and mortgage loans in foreclosure, averaged
             over the last six months does not exceed 50% of aggregate
               outstanding principal balance of the mortgage loans in such
loan group.                                 

When all four of the above conditions are met, all principal  
prepayments, net liquidation proceeds or other unscheduled payments of principal
received with respect to the mortgage loans included in the loan group relating 
to the Super Senior Certificates and Senior Support Certificates or Senior      
Support Component, as applicable, that have been paid in full will be paid as   
principal to the remaining Super Senior Certificates and Senior Support         
Certificates or Senior Support Component, as applicable, entitled to principal  
distributions rather than to the Subordinate Certificates. Such amounts will be 
a part of the Class A Principal Adjustment Amount with respect to Collateral    
Pool I for such distribution date and a pro rata portion thereof for that       
distribution date, based on the aggregate Certificate Principal Balances of     

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the outstanding Super Senior Certificates and the Certificate Principal Balance 
of the related outstanding Senior Support Certificates or Component Principal   
Balance of the related outstanding Senior Support Component, as applicable, will
be added to the Available Distribution Amounts and the Senior Principal         
Distribution Amounts for the loan groups related to such outstanding            
certificates or components, as applicable.                                      

         If the Subordination Test related to Collateral Pool I has been met
and the other two conditions above have been met, the related Senior Percentage 
of the Class A Principal Adjustment Amount with respect to Collateral Pool I    
will be added to the Available Distribution Amounts and Senior Principal        
Distribution Amounts for the loan groups related to the outstanding Super Senior
Certificates and Senior Support Certificates or Senior Support Component, as    
applicable, relating to each loan group on a pro rata basis, based on the       
aggregate Certificate Principal Balance of such Super Senior Certificates and   
the Certificate Principal Balance of the related Senior Support Certificates or 
Component Principal Balance of the related Senior Support Component, as         
applicable, and the related Subordinate Percentage of the Class A Principal     
Adjustment Amount with respect to Collateral Pool I will be added to the        
Subordinate Principal Distribution Amount related to each loan group with Super 
Senior Certificates and Senior Support Certificates or Senior Support Component,
as applicable, outstanding on a pro rata basis, based on the aggregate Scheduled
Principal Balance of such loan group.                                           

Cross-Collateralization Due to Disproportionate Realized Losses in One Loan     
Group                                                                           

 Realized losses on the mortgage loans in the loan groups within
Collateral Pool I are allocated generally to the Subordinate Certificates and   
not just to the portion of the Subordinate Certificates representing an interest
in the loan group that incurred the loss. Therefore, if Realized Losses in a    
loan group within Collateral Pool I that are allocated to the Subordinate       
Certificates exceed such loan group's related portion of the Subordinate Amount 
for Collateral Pool I, the principal balance of the mortgage loans in that loan 
group will be less than the principal balance of the related Super Senior       
Certificates and Senior Support Certificates or Senior Support Component, as    
applicable. That is, the amount of collateral in that loan group will be less   
than the amount of certificates being supported by that collateral and,         
therefore, that loan group is undercollateralized. In that situation, interest  
payments on the mortgage loans in other loan groups that are not                
undercollateralized will be available to pay interest to the Super Senior       
Certificates and Senior Support Certificates or Senior Support Component, as    
applicable, related to the Undercollateralized Loan Group to the extent         
described below.                                                                

    If, on any Distribution Date, there is an Undercollateralized Loan
Group with respect to Collateral Pool I, then interest payments on the related  
mortgage loans that would otherwise have been available for payment of Interest 
Distribution Amounts to the Subordinate Certificates will be available to make  
payments of interest to the Super Senior Certificates and Senior Support        
Certificates or Senior Support Component, as applicable, related to the         
Undercollateralized Loan Group(s). This will be accomplished by increasing the  
Group I Available Distribution Amount for such Undercollateralized Loan Group(s)
by its allocated portion of the Diverted Interest Amount related to Collateral  
Pool I for such distribution date and decreasing the Available Distribution     
Amount for each related Overcollateralized Loan Group by its allocated portion  
of the Diverted Interest Amount related to Collateral Pool I for such           
distribution date. The Diverted Interest Amount related to Collateral Pool I on 
any distribution date will be allocated among the related Undercollateralized   
Loan Groups, pro rata, based on the Undercollateralization Amount for each such 
loan group. The Overcollateralized Amount related to Collateral Pool I on any   
distribution date will be allocated among the related Overcollateralized Loan   
Groups to reduce the related Available Distribution Amounts, pro rata, based on 
the respective amounts of excess, if any, of the aggregate outstanding principal
balances of the mortgage loans included in each such loan group over the        
aggregate Certificate Principal Balance of the related Super Senior Certificates
and the Certificate Principal Balance                                           

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of the related Senior Support Certificates or Component Principal Balance of the
related Senior Support Component, as applicable.                                

       In the event that the weighted average pass-through rate of the Super
Senior Certificates and Senior Support Certificates or Senior Support Component,
as applicable, related to an Undercollateralized Loan Group is greater than the 
weighted average pass-through rate of the Super Senior Certificates and Senior  
Support Certificates or Senior Support Component, as applicable, related to the 
Overcollateralized Loan Group(s), the payment of interest to the Super Senior   
Certificates and Senior Support Certificates or Senior Support Component, as    
applicable, related to the Undercollateralized Loan Group from the interest     
collected on the Overcollateralized Loan Group(s) may cause a shortfall in the  
amount of principal and interest otherwise distributable to the Subordinate     
Certificates. In addition, after the aggregate principal balance of the         
Subordinate Certificates has been reduced to zero, this may cause a shortfall of
principal that would be allocated to the Super Senior Certificates and Senior   
Support Certificates or Senior Support Component, as applicable, related to the 
Undercollateralized Loan Group.                                                 

ALLOCATION OF LOSSES; SUBORDINATION                                             

        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 deed-in-lieu of foreclosure or  
otherwise, the amount of loss realized, if any, will equal the portion of the   
unpaid principal balance remaining, if any, plus interest thereon through the   
last day of the month in which the related mortgage loan was finally liquidated,
after application of all amounts recovered, net of amounts reimbursable to the  
related servicer (or the master servicer, if applicable) for P&I Advances,      
servicing advances and other related expenses, including attorney's fees,       
towards interest and principal owing on the mortgage loan. The amount of loss   
realized and any Special Hazard Losses, Fraud Losses, Bankruptcy Losses and     
Extraordinary Losses are referred to in this prospectus supplement as Realized  
Losses. In the event that amounts recovered in connection with the final        
liquidation of a defaulted mortgage loan are insufficient to reimburse the      
related servicer (or the master servicer, if applicable) for P&I Advances and   
servicing advances, these amounts may be reimbursed to the related servicer (or 
the master servicer, if applicable) out of general funds received on the        
mortgage loans prior to distribution on the certificates.                       

     In the event that Realized Losses on mortgage loans in a collateral
pool are incurred that are covered by subordination, these losses will be       
allocated to the most subordinate class of related Subordinate Certificates then
outstanding. The priorities for distribution of cash flows described in this    
prospectus supplement, in certain circumstances, may result in cash flow        
shortfalls to any class of certificates even if it is not the most subordinate  
class of certificates then outstanding; however, the interest portion of any    
shortfall of this kind would be distributable as unpaid Interest Distribution   
Amount on future distribution dates as cash flows allow except as described     
below, to the extent of available funds, and the principal portion of any       
shortfall of this kind would not result in a reduction of the Certificate       
Principal Balance of that class except as set forth in the definition of        
Certificate Principal Balance in this prospectus supplement. In such event, the 
percentage interest in the related collateral pool represented by that class    
would increase relative to the respective Certificate Principal Balances of the 
more subordinate classes of related certificates. With respect to the most      
subordinate class of the certificates relating to a collateral pool outstanding 
at the time any Realized Loss is incurred, the total amount of the Realized Loss
allocated to such class may be greater than the concurrent reduction in the     
Certificate Principal Balance thereof because such reduction will not reflect   
any undistributed Interest Distribution Amount on such class. Such undistributed
Interest Distribution Amount on the most subordinate class of the certificates  
outstanding will not be distributable on any future Distribution Date. As a     
result, it is possible that the total amount of Realized Losses that may be     
allocated to any class of Subordinate Certificates may exceed the initial       
Certificate Principal Balance thereof.                                          

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      Realized Losses, other than Excess Losses, in respect of the Group I
Mortgage Loans will be allocated on any distribution date as follows: first, to 
the Class I-B6 Certificates; second, to the Class I-B5 Certificates; third, to  
the Class I-B4 Certificates; fourth, to the Class I-B3 Certificates; fifth, to  
the Class I-B2 Certificates; and sixth, to the Class I-B1 Certificates, in each 
case until the Certificate Principal Balance of the related class has been      
reduced to zero. Thereafter, upon the reduction of the Certificate Principal    
Balances of the Subordinate Certificates relating to Collateral Pool I to zero, 
such Realized Losses, other than Excess Losses, will be allocated on any        
distribution date to the Class I-A1A Certificates and Class I-A12B Certificates 
as described below (if the Realized Loss is on a Group I-1 Mortgage Loan), to   
the Class I-A2A Certificates and Class I-A12B Certificates as described below   
(if the Realized Loss is on a Group I-2 Mortgage Loan), to the Class I-A3A      
Certificates and Class I-A34B Certificates as described below (if the Realized  
Loss is on a Group I-3 Mortgage Loan), to the Class I-A4A Certificates and Class
I-A34B Certificates as described below (if the Realized Loss is on a Group I-4  
Mortgage Loan) or to the Class I-A5A Certificates and Class I-A5B Certificates  
as described below (if the Realized Loss is on a Group I-5 Mortgage Loan).      

     With respect to Collateral Pool I, investors in the related Offered
Certificates should be aware that because the Subordinate Certificates relating 
to such collateral pool represent interests in all loan groups within such      
collateral pool, the Certificate Principal Balances of such certificates could  
be reduced to zero as a result of a disproportionate amount of Realized Losses  
on the mortgage loans in one loan group within such collateral pool. Therefore, 
with respect to Collateral Pool I, notwithstanding that Realized Losses on the  
mortgage loans in one loan group within such collateral pool may only be        
allocated to the related Class A Certificates, the allocation to the related    
Subordinate Certificates of Realized Losses on the mortgage loans in the other  
loan groups within such collateral pool will reduce the subordination provided  
to such Class A Certificates by the related Subordinate Certificates and        
increase the likelihood that Realized Losses may be allocated to such Class A   
Certificates.                                                                   

      Excess Losses on the Group I Mortgage Loans will be allocated on any
distribution date by allocating (i) the related Group I Senior Percentage of the
Excess Loss to the Class I-A1A Certificates and Class I-A12B Certificates as    
described below (if the Excess Loss is on a Group I-1 Mortgage Loan), to the    
Class I-A2A Certificates and Class I-A12B Certificates as described below (if   
the Excess Loss is on a Group I-2 Mortgage Loan), to the Class I-A3A            
Certificates and Class I-A34B Certificates as described below (if the Excess    
Loss is on a Group I-3 Mortgage Loan), to the Class I-A4A Certificates and Class
I-A34B Certificates as described below (if the Excess Loss is on a Group I-4    
Mortgage Loan) or to the Class I-A5A Certificates and Class I-A5B Certificates  
as described below (if the Excess Loss is on a Group I-5 Mortgage Loan) and (ii)
the Group I Subordinate Percentage (related to the loan group in which the      
mortgage loan that suffered the Excess Loss is included) of the Excess Loss to  
the Subordinate Certificates on a pro rata basis based on their respective      
Certificate Principal Balances.                                                 

         Extraordinary Trust Fund Expenses relating to Collateral Pool I will be
allocated on any distribution date as follows: first, to the Class I-B6         
Certificates; second, to the Class I-B5 Certificates; third, to the Class I-B4  
Certificates; fourth, to the Class I-B3 Certificates; fifth, to the Class I-B2  
Certificates; and sixth, to the Class I-B1 Certificates, in each case until the 
Certificate Principal Balance of such class has been reduced to zero.           
Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool I 
will be allocated on any distribution date among the Class A Certificates on a  
pro rata basis based on their respective Certificate Principal Balances.        

    Any Realized Loss (including any Excess Loss) or any Extraordinary
Trust Fund Expense that is allocated to the Class I-A1A Certificates and Class  
I-A12B Certificates will be allocated between such classes on a pro rata basis  
(based on the Certificate Principal Balance of the Class                        

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I-A1A Certificates and the Component Principal Balance of the I-A1B Component); 
provided that any Realized Losses so allocated to the Class I-A1A Certificates  
and Class I-A12B Certificates will be allocated first to the Class I-A12B       
Certificates to the extent of the Component Principal Balance of the I-A1B      
Component until the Component Principal Balance of the I-A1B Component has been 
reduced to zero and then to the Class I-A1A Certificates. Any Realized Loss     
(including any Excess Loss) or any Extraordinary Trust Fund Expense that is     
allocated to the Class I-A2A Certificates and Class I-A12B Certificates will be 
allocated between such classes on a pro rata basis (based on the Certificate    
Principal Balance of the Class I-A2A Certificates and the Component Principal   
Balance of the I-A2B Component); provided that any Realized Losses so allocated 
to the Class I-A2A Certificates and Class I-A12B Certificates will be allocated 
first to the Class I-A12B Certificates to the extent of the Component Principal 
Balance of the I-A2B Component until the Component Principal Balance of the     
I-A2B Component has been reduced to zero and then to the Class I-A2A            
Certificates. Any Realized Loss (including any Excess Loss) or any Extraordinary
Trust Fund Expense that is allocated to the Class I-A3A Certificates and Class  
I-A34B Certificates will be allocated between such classes on a pro rata basis  
(based on the Certificate Principal Balance of the Class I-A3A Certificates and 
the Component Principal Balance of the I-A3B Component); provided that any      
Realized Losses so allocated to the Class I-A3A Certificates and Class I-A34B   
Certificates will be allocated first to the Class I-A34B Certificates to the    
extent of the Component Principal Balance of the I-A3B Component until the      
Component Principal Balance of the I-A3B Component has been reduced to zero and 
then to the Class I-A3A Certificates. Any Realized Loss (including any Excess   
Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class    
I-A4A Certificates and Class I-A34B Certificates will be allocated between such 
classes on a pro rata basis (based on the Certificate Principal Balance of the  
Class I-A4A Certificates and the Component Principal Balance of the I-A4B       
Component); provided that any Realized Losses so allocated to the Class I-A4A   
Certificates and Class I-A34B Certificates will be allocated first to the Class 
I-A34B Certificates to the extent of the Component Principal Balance of the     
I-A4B Component until the Component Principal Balance of the I-A4B Component has
been reduced to zero and then to the Class I-A4A Certificates. Any Realized Loss
(including any Excess Loss) or any Extraordinary Trust Fund Expense that is     
allocated to the Class I-A5A Certificates and Class I-A5B Certificates will be  
allocated between such classes on a pro rata basis; provided that any Realized  
Losses so allocated to the Class I-A5A Certificates and Class I-A5B Certificates
will be allocated first to the Class I-A5B Certificates until the Certificate   
Principal Balance thereof has been reduced to zero and then to the Class I-A5A  
Certificates.                                                                   

       Any allocation of a Realized Loss or Extraordinary Trust Fund Expense
to a certificate or component will be made by reducing the Certificate Principal
Balance or Component Principal Balance of the certificate or component by the   
amount so allocated as of the distribution date in the month following the      
calendar month in which the Realized Loss or Extraordinary Trust Fund Expense   
was incurred. Once Realized Losses are allocated to such certificates or        
component, the Certificate Principal Balance or Component Principal Balance of  
those certificates or component will be reduced by the amounts so allocated. The
amounts of Realized Losses allocated to the certificates or component will no   
longer accrue interest nor will these amounts be reinstated thereafter. However,
in the event that Realized Losses on a mortgage loan are subsequently recovered 
from the proceeds of such mortgage loan, the Certificate Principal Balance or   
Component Principal Balance of the most senior classes to which Realized Losses 
have been allocated may be increased by the amount of such Subsequent           
Recoveries.                                                                     

         An allocation of a Realized Loss or an Extraordinary Trust Fund Expense
on a pro rata basis among two or more classes of certificates means an          
allocation to each class of certificates on the basis of its then outstanding   
Certificate Principal Balance prior to giving effect to distributions to be made
on the related distribution date.                                               

With respect to each collateral pool, in order to maximize the
likelihood of distribution in full of the related Senior Interest Distribution  
Amounts and the Senior Principal Distribution Amounts on each distribution date,
holders of the related Senior Certificates have a right to distributions of the 
applicable                                                                      

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Available Distribution Amount that is prior to the rights of the holders of the 
related Subordinate Certificates, to the extent necessary to satisfy such       
amounts.                                                                        

     The application of the related Senior Prepayment Percentage when it
exceeds the related Senior Percentage, to determine the related Senior Principal
Distribution Amount will accelerate the amortization of the related Class A     
Certificates relative to the actual amortization of the related mortgage loans. 
To the extent that the related Class A Certificates are amortized faster than   
the related mortgage loans, in the absence of offsetting Realized Losses        
allocated to the related Subordinate Certificates, the percentage interest      
evidenced by the Class A Certificates in the related loan group will be         
decreased, with a corresponding increase in the percentage interest in the loan 
group evidenced by the related Subordinate Certificates, thereby increasing,    
relative to their respective Certificate Principal Balances, the subordination  
afforded the related Class A Certificates by the related Subordinate            
Certificates.                                                                   

        The holders of the Class A Certificates will generally not be entitled
to any additional distributions with respect to Realized Losses from amounts    
otherwise distributable on any classes of certificates subordinate thereto.     
Accordingly, the subordination provided to the Class A Certificates with respect
to Realized Losses allocated on any distribution date will be effected primarily
by increasing the percentage of future distributions of principal of the        
remaining related mortgage loans.                                               

       The Special Hazard Amounts, the Fraud Loss Amounts and the Bankruptcy
Amounts may be reduced or modified upon confirmation from the rating agencies   
that the reduction or modification will not adversely affect the then-current   
ratings assigned to the Offered Certificates rated thereby. A reduction or      
modification may adversely affect the coverage provided by the subordination    
with respect to Special Hazard Losses, Fraud Losses and Bankruptcy Losses.      

P&I ADVANCES                                                                    

      If the scheduled payment on a mortgage loan which was due during the
related Due Period is delinquent, the related servicer will remit to the master 
servicer on the related servicer remittance date an amount equal to such        
delinquency, except to the extent the related 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 the related servicer until the time set forth in the related servicing  
agreement. Failure by the related servicer to remit any required P&I Advance,   
which failure goes unremedied beyond any applicable cure period under the       
related servicing agreement, may constitute an event of default under such      
servicing agreement. If the related servicer fails to make any required P&I     
Advance, the master servicer will be obligated to make such P&I Advance to the  
extent provided in 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. 

       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.                                                                         

     The servicers and master servicer are entitled to be reimbursed for
these advances to the extent set forth in the servicing agreement and the       
pooling and servicing agreement, respectively. See "Description of the          
Securities--Advances in Respect of Delinquencies" in the prospectus.            

REPORTS TO CERTIFICATEHOLDERS                                                   

      The trust administrator will generate, based on information received
from the servicers, the monthly statements discussed in the prospectus under    
"Description of the Securities--Reports to                                      

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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 cause Citibank to make each monthly statement and, at its option, any      
additional files containing the same information in an alternative format,      
available each month via the Citibank'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 or Citibank on its behalf will have the right to change the way   
statements are distributed in order to make such distribution more convenient   
and/or more accessible to the recipients thereof, and the trust administrator or
Citibank on its behalf 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 or Citibank on its behalf 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
or Citibank on its behalf pursuant to Code. These statements will not have been 
examined and reported upon by an independent public accountant.                 

 THE MASTER SERVICER AND THE SERVICERS

GENERAL                                                                         

    CitiMortgage, Inc. will act as the master servicer of the mortgage
loans pursuant to the pooling and servicing agreement, dated as of December 1,  
2005, among the depositor, the master servicer, the trust administrator,        
Citibank and the trustee, a form of which is filed as an exhibit to the         
registration statement.                                                         

    Approximately 31.89% of the Group I-1 Mortgage Loans (by aggregate
principal balance as of the cut-off date) were originated by Countrywide Home   
Loans, Inc., and Countrywide Servicing will conduct the primary servicing       
thereof for the master servicer.                                                

    Approximately 15.23% of the Group I-1 Mortgage Loans (by aggregate
principal balance as of the cut-off date), approximately 46.10% of the Group I-2
Mortgage Loans (by aggregate principal balance as of the cut-off date),         
approximately 4.85% of the Group I-3 Mortgage Loans (by aggregate principal     
balance as of the cut-off date), approximately 10.63% of the Group I-4 Mortgage 
Loans (by aggregate principal balance as of the cut-off date) and approximately 
3.84% of the Group I-5 Mortgage Loans (by aggregate principal balance as of the 
cut-off date) were originated by GreenPoint and GreenPoint will conduct the     
primary servicing thereof for the master servicer.                              

    Approximately 35.97% of the Group I-1 Mortgage Loans (by aggregate
principal balance as of the cut-off date), approximately 33.42% of the Group I-2
Mortgage Loans (by aggregate principal balance as of the cut-off date),         
approximately 54.73% of the Group I-3 Mortgage Loans (by aggregate principal    
balance as of the cut-off date), approximately 27.10% of the Group I-4 Mortgage 
Loans (by aggregate principal balance as of the cut-off date) and approximately 
61.43% of the Group I-5 Mortgage Loans (by aggregate principal balance as of the
cut-off date) were originated by National City and National City will conduct   
the primary servicing thereof for the master servicer.                          

   Approximately 9.49% of the Group I-1 Mortgage Loans (by aggregate
principal balance as of the cut-off date), approximately 17.09% of the Group I-2
Mortgage Loans (by aggregate principal balance as                               

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of the cut-off date), approximately 31.90% of the Group I-3 Mortgage Loans (by  
aggregate principal balance as of the cut-off date), approximately 59.36% of the
Group I-4 Mortgage Loans (by aggregate principal balance as of the cut-off date)
and approximately 34.56% of the Group I-5 Mortgage Loans (by aggregate principal
balance as of the cut-off date) were originated by PHH and PHH will conduct the 
primary servicing thereof for the master servicer.                              

   Approximately 6.11% of the Group I-1 Mortgage Loans (by aggregate
principal balance as of the cut-off date), approximately 3.39% of the Group I-2 
Mortgage Loans (by aggregate principal balance as of the cut-off date),         
approximately 8.52% of the Group I-3 Mortgage Loans (by aggregate principal     
balance as of the cut-off date) and approximately 2.90% of the Group I-4        
Mortgage Loans (by aggregate principal balance as of the cut-off date) were     
originated by Quicken Loans Inc. and Wells Fargo will conduct the primary       
servicing thereof for the master servicer.                                      

   Approximately 1.31% of the Group I-1 Mortgage Loans (by aggregate
principal balance as of the cut-off date) and approximately 0.17% of the Group  
I-5 Mortgage Loans (by aggregate principal balance as of the cut-off date) were 
originated by Wells Fargo and Wells Fargo will conduct the primary servicing    
thereof for the master servicer.                                                

         Each servicer will conduct such primary servicing pursuant to a related
servicing agreement.                                                            

    Each servicer will be responsible for the primary servicing of the
mortgage loans covered by the related servicing agreement, and pursuant to the  
pooling and servicing agreement the master servicer will be responsible that    
such servicing be conducted for the benefit of the trustee and the              
certificateholders as provided in the pooling and servicing agreement. In the   
event of a default by a servicer under the related servicing agreement, the     
master servicer may enforce available remedies against such servicer, which     
might include finding a successor servicer or assuming the primary servicing    
obligations for the related mortgage loans itself.                              

THE MASTER SERVICER                                                             

        The information set forth in the following paragraph has been provided
by CitiMortgage, Inc.                                                           

       CitiMortgage, Inc., a New York corporation, maintains offices related
to its master servicing functions at 4000 Regent Blvd., 3rd Floor, Irving, TX   
75063. In this capacity, CitiMortgage, Inc. provides services to a large variety
of security, financial, institutional, and government related entities for the  
management of their mortgage related portfolios. This includes the monitoring of
more than 150 underlying servicers for compliance with the terms of the mortgage
documents and the servicing contracts. CitiMortgage, Inc maintains loan level   
data sufficient to assure the accounting and remitting by the servicers is per  
the mortgage documents or that any variances are proper to protect the interest 
of the investor. CitiMortgage, Inc. applies a variety of review mechanisms,     
including selected on-site reviews of servicers, to assure this goal is         
accomplished. Likewise, CitiMortgage, Inc. monitors the servicers' processes    
related to delinquent mortgages to assure that losses are mitigated to the      
extent possible and that all related proceeds are properly remitted to the      
investor.                                                                       

THE SERVICERS                                                                   

      Under the following headings is information about the mortgage loans
serviced by GreenPoint Mortgage Funding, Inc., National City Mortgage Co. and   
PHH Mortgage Corporation. Each of Countrywide Home Loans Servicing LP and Wells 
Fargo Bank, N.A. services less than 10% of the mortgage loans in Collateral     
Pool I.                                                                         

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GREENPOINT MORTGAGE FUNDING, INC.                                               

    The information set forth below with regard to GreenPoint Mortgage
Funding, Inc. has been provided to the depositor by GreenPoint Mortgage Funding,
Inc., referred to in this prospectus supplement as GreenPoint or as the related 
servicer with respect to the GreenPoint Mortgage Loans.                         

        GreenPoint's executive offices are located at 100 Wood Hollow Drive,
Novato, California, 94945.                                                      

       The following table summarizes the delinquency experience for all the
mortgage loans originated and serviced by GreenPoint. The data presented in the 
following table is for illustrative purposes only, and there is no assurance    
that the delinquency experience of the mortgage loans included in the trust will
be similar to that set forth below.                                             

 GREENPOINT MORTGAGE FUNDING, INC.
 OVERALL MORTGAGE PORTFOLIO DELINQUENCY AND FORECLOSURE EXPERIENCE
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                        AT DECEMBER 31,                                       SEPTEMBER 30,     
                              ----------------------------------------------------------------------    ------------------------
                                       2002                  2003                   2004                          2005          
                              ----------------------  ---------------------  ----------------------     ------------------------
                                            PERCENT                PERCENT                                                      
                                              OF                     OF                     PERCENT OF                PERCENT OF
                                NUMBER     SERVICING    NUMBER    SERVICING    NUMBER OF    SERVICING     NUMBER OF   SERVICING 
                               OF LOANS    PORTFOLIO   OF LOANS   PORTFOLIO      LOANS      PORTFOLIO       LOANS     PORTFOLIO 
                               --------    ---------   --------   ---------      -----      ---------       -----     --------- 
                                                                                                                                
Total Portfolio*.............  198,483      6.73%     212,711       6.20%      286,698        3.41%       312,629       3.03%   
Period of Delinquency                                                                                                           
  30-59 days.................    7,026      3.54%       6,381       3.00%        4,931        1.72%         5,234       1.67%   
  60-89 days.................    2,101      1.06%       2,056       0.97%        1,333        0.46%         1,316       0.42%   
  90 days or more............    1,910      0.96%       1,922       0.90%        1,799        0.63%         1,765       0.56%   
Total Delinquencies                                                                                                             
  (excluding Foreclosures)**.   11,037      5.56%      10,359       4.87%        8,063        2.81%         8,315       2.66%   
Foreclosures Pending.........    2,319      1.17%       2,831       1.33%        1,709        0.60%         1,154       0.37%   

*    The total number of loans in the portfolio has been reduced by the number  
     of loans for which a servicing released sale is pending or loans which have
been foreclosed.                                                      
**   Percentages may not total properly due to rounding.                        

NATIONAL CITY MORTGAGE CO.                                                      

       The information set forth below with regard to National City Mortgage
Co. has been provided to the depositor by National City Mortgage Co., referred  
to in this prospectus supplement as National City or as the related servicer    
with respect to the National City Mortgage Loans.                               

   National City Mortgage Co. is a full-service residential mortgage
banking company headquartered in Miamisburg, Ohio, a southern suburb of Dayton, 
Ohio. National City Mortgage Co. is an approved FNMA, FHLMC and GNMA servicer   
and is a subsidiary of National City Bank, Indiana, a wholly owned subsidiary of
National City Corporation, a Delaware corporation, headquartered in Cleveland,  
Ohio.                                                                           

The following table summarizes the delinquency and foreclosure
experience, respectively, on the dates indicated, of all mortgage loans         
originated or acquired by National City or serviced or master serviced by       
National City. 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 and delinquency       
experience presented in the following table will be indicative of the actual    
experience on the Mortgage Loans:                                               

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                                                        [Enlarge/Download Table]

                                   AT YEAR ENDED DECEMBER 31, 2003                          AT YEAR ENDED DECEMBER 31, 2004        
                         -----------------------------------------------------   --------------------------------------------------
                                       PERCENT       BY DOLLAR      PERCENT BY                PERCENT      BY DOLLAR     PERCENT BY
                          BY NO. OF   BY NO. OF       AMOUNT          DOLLAR      BY NO.     BY NO. OF       AMOUNT        DOLLAR  
                            LOANS       LOANS       (THOUSANDS)       AMOUNT     OF LOANS      LOANS      (THOUSANDS)      AMOUNT  
                            -----       -----       -----------       ------     --------      -----      -----------      ------  
                                                                                                                                   
Total Portfolio........   1,111,388                $155,274,844                 1,135,033                 $164,020,079             
Period of Delinquency                                                                                                              
30-59 days.............     28,364      2.55%      $  3,149,088        2.03%      26,383       2.32%      $ 2,993,971      1.83%   
60-89 days.............      5,971      0.54%      $    657,961        0.42%       6,220       0.55%      $   696,230      0.42%   
90 days or more........      4,793      0.43%      $    520,683        0.34%       6,766       0.60%      $   765,520      0.47%   
Delinquent Bankruptcies      4,445      0.40%      $    432,086        0.28%       4,721       0.42%      $   472,736      0.29%   
Subtotal...............     43,573      3.92%      $  4,759,817        3.07%      44,090       3.88%      $ 4,928,457      3.00%   
Foreclosures Pending...      7,227      0.65%      $    768,913        0.50%       6,558       0.58%      $   699,273      0.43%   
Total Delinquent Loans.     50,800      4.57%      $  5,528,731        3.56%      50,648       4.46%      $ 5,627,731      3.43%   
Percent Government.....             23%                           19%                      22%                         17%         

                                                                [Download Table]

                                    AS OF SEPTEMBER 30, 2005                 
                         ----------------------------------------------------
                                       PERCENT     BY DOLLAR      PERCENT BY 
                         BY NO. OF      BY NO.      AMOUNT          DOLLAR   
                           LOANS      OF LOANS    (THOUSANDS)       AMOUNT   
                           -----      --------    -----------      ----------
                                                                             
Total Portfolio........  1,116,505                $167,924,199               
Period of Delinquency                                                        
30-59 days.............     21,892       1.96%    $ 2,546,091       1.52%    
60-89 days.............      5,352       0.48%    $   605,393       0.36%    
90 days or more........      5,392       0.48%    $   616,575       0.37%    
Delinquent Bankruptcies      4,840       0.43%    $   495,155       0.29%    
Subtotal...............     37,476       3.36%    $ 4,263,214       2.54%    
Foreclosures Pending...      5,620       0.50%    $   607,853       0.36%    
Total Delinquent Loans.     43,096       3.86%    $ 4,871,067       2.90%    
Percent Government.....              19%                        14%          

PHH MORTGAGE CORPORATION                                                        

        The information set forth in this section of the prospectus supplement
has been provided by PHH Mortgage Corporation.                                  

         General. PHH, a New Jersey corporation, is a wholly owned subsidiary of
PHH Corporation, a publicly traded company. PHH originates, sells and services  
residential mortgage loans in the United States. PHH is a centralized mortgage  
lender conducting its business in all 50 states. PHH markets its mortgage       
products to consumers through a number of channels, which include, an 800-number
teleservices platform, a Web interface, field sales professionals and purchasing
closed loans from financial institutions and mortgage banks after underwriting  
the loans.                                                                      

       PHH customarily sells all mortgages it originates to investors (which
include a variety of institutional investors) either as individual loans,       
mortgage-backed securities or participation certificates issued or guaranteed by
Fannie Mae, the Federal Home Loan Mortgage Corporation or the Government        
National Mortgage Association. PHH earns revenue from the sale of the mortgage  
loans to investors, as well as on the servicing of the loans for investors.     

  PHH's executive offices are located at 3000 Leadenhall Road, Mt.
Laurel, New Jersey 08054, and its telephone number is (856) 917-6000. As of     
September 30, 2005, PHH has provided servicing for approximately $144.4 billion 
aggregate principal amount of mortgage loans, substantially all of which are    
being serviced for unaffiliated persons.                                        

        Delinquency and Foreclosure Statistics. The following table sets forth
the delinquency and foreclosure experience of residential mortgage loans funded 
and serviced by PHH as of the dates                                             

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indicated. PHH's portfolio of mortgage loans in the aggregate may differ        
significantly from the PHH Mortgage Loans in terms of interest rates, principal 
balances, geographic distribution, loan to value ratios and other possibly      
relevant characteristics. There can be no assurance, and no representation is   
made, that the delinquency and foreclosure experience with respect to the PHH   
Mortgage Loans will be similar to that reflected in the table below, nor is any 
representation made as to the rate at which losses may be experienced on        
liquidation of defaulted mortgage loans. The actual loss and delinquency        
experience on the PHH Mortgage Loans will depend, among other things, upon the  
value of the real estate securing those mortgage loans and the ability of       
borrowers to make required payments.                                            

PHH MORTGAGE CORPORATION
 DELINQUENCY AND FORECLOSURE EXPERIENCE IN THE PORTFOLIO
OF ONE- TO FOUR-FAMILY RESIDENTIAL MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]


                                   AT DECEMBER 31, 2002  AT DECEMBER 31, 2003   AT DECEMBER 31, 2004    AT SEPTEMBER 30, 2005
                                  ---------------------  --------------------  ----------------------  ----------------------
                                   Number     Principal   Number    Principal   Number     Principal    Number      Principal
                                  of Loans     Balance   of Loans    Balance   of Loans     Balance    of Loans      Balance 
                                  --------     -------   --------    --------  --------     --------   ---------     --------
                                                                                                                             
Total Portfolio.................. 786,201    $114,079    888,860    $136,427   906,954     $143,056     914,792    $144,410  
Period of Delinquency(2)(3)                                                                                                  
    30-59 Days...................  19,075      $2,260     20,075      $2,383    19,503       $2,463      18,120      $2,274  
    Percent Delinquent...........   2.4%        2.0%       2.3%        1.7%      2.2%         1.7%        2.0%        1.6%   
    60-89 Days...................   3,827       $427      3,896        $398      4,174        $457       3,486        $388   
    Percent Delinquent...........   0.5%        0.4%       0.4%        0.3%      0.5%         0.3%        0.4%        0.3%   
    90 Days or More..............   4,932       $467      5,736        $536      4,190        $415       3,522        $367   
    Percent Delinquent...........   0.6%        0.4%       0.6%        0.4%      0.5%         0.3%        0.4%        0.3%   
Total Delinquencies(4)...........  27,834      $3,154     29,707      $3,317    27,867       $3,335      25,128      $3,029  
Total Delinquencies by                                                                                                       
Percent of Total Portfolio.......   3.5%        2.8%       3.3%        2.4%      3.1%         2.3%        2.8%        2.1%   
Foreclosures, Bankruptcies                                                                                                   
or Real Estate Owned.............   8,629       $781      10,120       $950      8,902        $849       9,155        $887   
Percent of Total Portfolio in                                                                                                
Foreclosures, Bankruptcies or                                                                                                
Real Estate Owned(5).............   1.1%        0.7%       1.1%        0.7%      1.0%         0.6%        1.0%        0.6%   

------------                                                                    
(1)  The table shows mortgage loans which were delinquent or for which          
   foreclosure proceedings had been instituted as of the date indicated. All
   dollar amounts are in millions and have been rounded to the nearest whole
number.                                                               
(2)  No mortgage loan is included in this table as delinquent until it is 30    
days past due.                                                        
(3)  Bankruptcies are included in the delinquency calculations and also in the  
     "Foreclosure, Bankruptcies or Real Estate Owned" category. The Foreclosures
and Real Estate Owned categories are excluded from the delinquency    
calculations.                                                         
(4)  Entries may not add up to total due to rounding.                           
(5)  Percentages stated are of the total servicing portfolio.                   

      While the above foreclosure and delinquency experience is typical of
PHH's recent experience, there can be no assurance that experience on the PHH   
Mortgage Loans will be similar. As a result of the rapid growth experienced by  
PHH, its servicing portfolio is relatively unseasoned. Accordingly, the         
information should not be considered to reflect the credit quality of the PHH   
Mortgage Loans, or as a basis for assessing the likelihood, amount or severity  
of losses on the PHH Mortgage Loans. The statistical data in the table is based 
on all of the loans in PHH's servicing portfolio. The PHH Mortgage Loans may be 
more recently originated than, and also have other characteristics which        
distinguish them from, the majority of the loans in PHH's servicing portfolio.  

         Recent Developments. On January 31, 2005, PHH Corporation completed the
previously announced spin-off from Cendant Corporation. Shares of PHH           
Corporation common stock were distributed to Cendant Corporation shareholders in
the form of a tax-free stock dividend. PHH Corporation shares began "regular    
way" trading on the New York Stock Exchange on February 1, 2005. In connection  
with the spin-off, certain subsidiaries of Cendant Corporation entered into     
agreements with PHH Corporation and certain of its mortgage subsidiaries for the
purpose of forming a venture intended to                                        

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originate mortgage loans for customers of Cendant Corporation's real estate     
brokerage and relocation businesses.                                            

 POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

       The certificates will be issued pursuant to the pooling and servicing
agreement, dated as of December 1, 2005, among the depositor, the master        
servicer, the trust administrator, the trustee and Citibank, 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; and (v) the rights of the depositor 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, 4th Floor, 
New York, New York 10013.                                                       

ASSIGNMENT OF THE MORTGAGE LOANS                                                

         Pursuant to separate sale agreements, each originator sold the mortgage
loans originated by it, directly or indirectly, without recourse, to the seller.
Pursuant a mortgage loan purchase 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 the related sale agreement and/or pursuant to the related
assignment, assumption and recognition agreement, each originator made and/or   
will make certain representations and warranties to the seller relating to,     
among other things, certain characteristics of the mortgage loans being sold by 
such party. Subject to certain limitations contained in the related sale        
agreement, each such originator 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                                                                    

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such 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.                                       

        Pursuant to the mortgage loan purchase agreement, the seller will make
certain representations and warranties regarding the mortgage loans. Subject to 
certain limitations contained in the mortgage loan purchase agreement, the      
seller will be obligated to repurchase or substitute a similar mortgage loan for
any mortgage loan as to which there exists an uncured breach of any such        
representation or warranty, if such 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 is selling, 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 One Federal
Street, Boston, Massachusetts 02110, and its telephone number is (800) 934-6802.

     In the event the master 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 trustee is obligated to perform such     
obligations until a successor master servicer is appointed.                     

        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.       

      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, Citibank and any    
Custodian" below.                                                               

THE TRUST ADMINISTRATOR                                                         

    CitiMortgage, Inc., a New York corporation, will also 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 at 1000 Technology Drive,       
O'Fallon, MO 63368, Attention: Mortgage Finance MS 337, and its telephone number
is 636-261-1313.                                                                

     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 and an administration fee accrued at the Administration Fee 
Rate on the aggregate Scheduled Principal Balance of the mortgage loans.        

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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, Citibank and any Custodian" below.                               

THE PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT                

     Citibank, N.A., a national banking association, referred to in this
prospectus supplement as Citibank, will be appointed as paying agent,           
certificate registrar and authenticating agent under the pooling and servicing  
agreement and will perform certain administrative functions relating to such    
appointment on behalf of the trustee and the trust administrator. Citibank'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.                     

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

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

INDEMNIFICATION OF THE TRUSTEE, THE TRUST ADMINISTRATOR, CITIBANK AND ANY       
CUSTODIAN                                                                       

        The pooling and servicing agreement will provide that the trustee, the
trust administrator, Citibank and any director, officer, employee or agent of   
the trustee, the trust administrator or Citibank 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, 
the trust administrator or Citibank, 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, the trust         
administrator or Citibank, 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 the master servicer's obligations and duties under the pooling 
and servicing agreement or the servicers' obligations and duties under the      
servicing agreement, for which the trustee, the trust administrator or Citibank,
as applicable, is indemnified by the master servicer under the pooling and      
servicing agreement or the servicers under the servicing agreement, as the case 
may be or (ii) incurred by reason of willful misfeasance, bad faith or          
negligence of the trustee, the trust administrator or Citibank, as applicable,  
in the performance of its duties under the pooling and servicing agreement or by
reason of the reckless disregard by the trustee, the trust administrator or     
Citibank, as applicable, of its obligations and duties under the pooling and    
servicing agreement or as a result of a breach by the trustee, the trust        
administrator or Citibank, 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, the trust             
administrator or Citibank in respect of the foregoing indemnification may be    
withdrawn and paid to the trustee, the trust administrator or Citibank, 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.                                

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SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

     The master servicer will be entitled to compensation for its master
servicing activities under the pooling and servicing agreement which shall be   
equal to the sum of investment income on funds in the collection account and the
distribution account. Each of the servicers will be entitled to receive a fee as
compensation for its servicing activities under the related servicing agreement 
equal to the applicable servicing fee rate accrued on 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, the applicable servicer may be
entitled to retain all prepayment charges and penalties, if any, assumption     
fees, tax service fees and late payment charges, all to the extent collected    
from mortgagors and as provided in the related servicing agreement.             

         Each servicer will pay all related expenses incurred in connection with
its servicing responsibilities, subject to limited reimbursement as described in
the related 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 related servicing agreement. In the event that   
any servicer fails to pay the amount of any Prepayment Interest Shortfall       
required to be paid by it for any distribution date, the master servicer will be
required to pay such unpaid amount.                                             

         The related servicer or the master servicer is obligated to pay certain
insurance premiums and certain ongoing expenses associated with the mortgage    
pool incurred by the related servicer or the master servicer in connection with 
its responsibilities under the related servicing agreement or under the pooling 
and servicing agreement, as the case may be, and is entitled to reimbursement   
therefor as provided in such 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 or the master servicer and "Federal Income Tax         
Consequences" in this prospectus regarding certain taxes payable by the master  
servicer.                                                                       

VOTING RIGHTS                                                                   

      At all times, 99% of all voting rights relating to Collateral Pool I
will be allocated among the holders of the related certificates (other than the 
related Residual Certificates) in proportion to the then outstanding Certificate
Principal Balances of their respective certificates and 1% of all voting rights 
relating to such collateral pool will be allocated among the holders of the     
related Residual Certificates, in each case in proportion to the percentage     
interests in such classes evidenced by their respective certificates.           

TERMINATION                                                                     

        The seller, or if the seller fails to exercise such option, the master
servicer, will have the right to purchase all of the mortgage loans and any REO 
properties in a collateral pool on any distribution date, once the aggregate    
principal balance of the mortgage loans and REO properties in such collateral   
pool at the time of purchase is reduced to less than 10% of the aggregate       
principal balance of the mortgage loans in such collateral pool as of the       
cut-off date. If such option is exercised with respect to any collateral pool,  
such election will effect the early retirement of the related certificates. If  
such option is then subsequently exercised with respect to the remaining        
collateral pool, such election will effect both the                             

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termination of the trust and the early retirement of the related certificates.  
In the event such option is exercised with respect to any collateral pool, 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 in  
such collateral pool and the fair market value of any REO properties in such    
collateral pool, plus accrued interest for each mortgage loan in such collateral
pool 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 servicing compensation at the Servicing Fee Rate and any    
unreimbursed servicing advances and (ii) the aggregate fair market value of all 
of the assets in the trust. 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 (other than the
             Class I-P 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 as a real estate mortgage investment conduit, or REMICs, 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, the REMICs    
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
represent the sole class of "residual interests" in related REMICs elected by   
the trust and (ii) the Certificates other than the Residual Certificates will   
represent ownership of "regular interests" in, and generally will be treated as 
debt instruments of the REMICs. See "Federal Income Tax                         
Consequences--REMICs--Classification of REMICs" in the prospectus.              

     For federal income tax reporting purposes, the Offered Certificates
(other than the Class R Certificates) may 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 corresponding 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.                                

      If the method for computing original issue discount described in the
prospectus results in a negative amount for any period with respect to a        
certificateholder, the amount of original issue discount                        

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allocable to that period would be zero and the certificateholder will be        
permitted to offset that negative amount only against future original issue     
discount, if any, attributable to those certificates.                           

         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 (or Citibank, as           
applicable), if the trust administrator or Citibank on its behalf has breached  
its obligations with respect to REMIC compliance under the pooling and servicing
agreement, (iii) by the master servicer, if the master servicer has breached its
obligations with respect to REMIC compliance under the pooling and servicing    
agreement, (iv) by the servicer, if the servicer has breached its obligations   
with respect to REMIC compliance under the servicing agreement, or (v) 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.                                        

SPECIAL TAX CONSIDERATIONS APPLICABLE TO RESIDUAL CERTIFICATES                  

         The IRS has issued REMIC regulations under the provisions the Code that
significantly affect holders of Residual Certificates. The REMIC regulations    
impose restrictions on the transfer or acquisition of some residual interests,  
including the Residual Certificates. The pooling and servicing agreement        
includes other provisions regarding the transfer of Residual Certificates,      
including (i) the requirement that any transferee of a Residual Certificate     
provide an affidavit representing that the transferee is not a disqualified     
organization; is not acquiring the Residual Certificate on behalf of a          
disqualified organization; and will maintain that status and will obtain a      
similar affidavit from any person to whom the transferee shall subsequently     
transfer a Residual Certificate; (ii) a provision that any transfer             

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of a Residual Certificate to a disqualified organization shall be null and void;
and (iii) a grant to the servicer of the right, without notice to the holder or 
any prior holder, to sell to a purchaser of its choice any Residual Certificate 
that will become owned by a disqualified organization despite the first two     
provisions above.                                                               

      In addition, under the pooling and servicing agreement, the Residual
Certificates may not be transferred to non-United States persons.               

       The REMIC regulations also provide that a transfer to a United States
person of "noneconomic" residual interests will be disregarded for all federal  
income tax purposes, and that the purported transferor of "noneconomic" residual
interests will continue to remain liable for any taxes due with respect to the  
income on the residual interests, unless "no significant purpose of the transfer
was to impede the assessment or collection of tax." Based on the REMIC          
regulations, the Residual Certificates may constitute noneconomic residual      
interests during some or all of their terms for purposes of the REMIC           
regulations and, accordingly, unless no significant purpose of a transfer is to 
impede the assessment or collection of tax, transfers of the Residual           
Certificates may be disregarded and purported transferors may remain liable for 
any taxes due relating to the income on the Residual Certificates. All transfers
of the Residual Certificates will be restricted in accordance with the terms of 
the pooling and servicing agreement that are intended to reduce the possibility 
of any transfer of a Residual Certificate being disregarded to the extent that  
the Residual Certificates constitute noneconomic residual interests.            

       The IRS has issued final REMIC regulations that add to the conditions
necessary to assure that a transfer of a non-economic residual interest would be
respected. The additional conditions require that in order to qualify as a safe 
harbor transfer of a residual interest, the transferee represent that it will   
not cause the income "to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the       
transferee or another U.S. taxpayer" and either (i) the amount received by the  
transferee be no less on a present value basis than the present value of the net
tax detriment attributable to holding the residual interest reduced by the      
present value of the projected distributions to be received on the residual     
interest or (ii) the transfer is to a domestic taxable corporation with         
specified large amounts of gross and net assets and that meets certain other    
requirements where agreement is made that all future transfers will be to       
taxable domestic corporations in transactions that qualify for the same "safe   
harbor" provision. Eligibility for the safe harbor requires, among other things,
that the facts and circumstances known to the transferor at the time of transfer
not indicate to a reasonable person that the taxes with respect to the residual 
interest will not be paid, with an unreasonably low cost for the transfer       
specifically mentioned as negating eligibility. See "Federal Income Tax         
Consequences --REMICs --Taxation of Owners of REMIC Residual Certificates--     
Noneconomic REMIC Residual Certificates" in the prospectus.                     

   Holders of the Residual Certificates may be required to report an
amount of taxable income with respect to the earlier accrual periods of the term
of each REMIC that significantly exceeds the amount of cash distributions       
received by the holders of the Residual Certificates with respect to those      
periods. Furthermore, the tax on that income may exceed the cash distributions  
with respect to those periods. Consequently, holders of the Residual            
Certificates should have other sources of funds sufficient to pay any federal   
income taxes due in the earlier years of the REMIC's term as a result of their  
ownership of the Residual Certificates. In addition, the required inclusion of  
this amount of taxable income during the REMIC's earlier accrual periods and the
deferral of corresponding tax losses or deductions until later accrual periods  
or until the ultimate sale or disposition of a Residual Certificate, or possibly
later under the "wash sale" rules of Section 1091 of the Internal Revenue Code  
may cause a Residual Certificate Certificateholders' after-tax rate of return to
be zero or negative even if the Residual Certificateholders' pre-tax rate of    
return is positive. That is, on a present value basis, the Residual             
Certificateholders'                                                             

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resulting tax liabilities could substantially exceed the sum of any tax benefits
and the amount of any cash distributions on the Residual Certificates over their
life.                                                                           

An individual, trust or estate that holds, whether directly or
indirectly through pass-through entities, a Residual Certificate, may have      
significant additional gross income with respect to, but may be limited on the  
deductibility of, servicing fees, trustee's fees and other administrative       
expenses properly allocable to each REMIC in computing the certificateholder's  
regular tax liability and will not be able to deduct those fees or expenses to  
any extent in computing the certificateholder's alternative minimum tax         
liability. See "Federal Income Tax Consequences--REMICs-- Taxation of Owners of 
REMIC Residual Certificates--Possible Pass-Through of Miscellaneous Itemized    
Deductions" in the prospectus.                                                  

        On May 11, 2004, the Internal Revenue Service issued final regulations
relating to the federal income tax treatment of "inducement fees" received by   
transferees of non-economic REMIC residual interests. The regulations provide   
tax accounting rules for the inclusion of such fees in income over an           
appropriate period, and clarify that inducement fees represent income from      
sources within the United States. These rules apply to taxable years ending on  
or after May 11, 2004. On the same date, the IRS issued administrative guidance 
addressing the procedures by which transferees of such REMIC residual interests 
may obtain consent to change the method of accounting for REMIC inducement fee  
income to one of the methods provided in the regulations. Prospective purchasers
of REMIC residual certificates should consult with their tax advisors regarding 
the effect of these regulations and the related administrative guidance.        

         Purchasers of the Residual Certificates are strongly advised to consult
their tax advisors as to the economic and tax consequences of investment in the 
Residual Certificates.                                                          

       For further information regarding the federal income tax consequences
of investing in the Residual Certificates, see "Certain Yield and Prepayment    
Considerations--Additional Yield Considerations Applicable Solely to the        
Residual Certificates" in this prospectus supplement and "Federal Income Tax    
Consequences--REMICs--Taxation of Owners of REMIC Residual Certificates" in the 
prospectus.                                                                     

METHOD OF DISTRIBUTION

   Subject to the terms and conditions set forth in the underwriting
agreement, dated December 28, 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 100.73% of the aggregate initial Certificate Principal Balance of 
the Offered Certificates, plus accrued interest. 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. 

        The Offered Certificates are offered subject to receipt and acceptance
by the underwriters, to prior sale and to the underwriters' 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 (other than the
Residual Certificates) will be made through the facilities of DTC, Clearstream  
and Euroclear and delivery of the Residual Certificates will be made at the     
offices of the underwriter, in each case, on or about the closing date. The     
Offered Certificates will be offered in Europe and the United States of America.

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       The underwriting agreement provides that the depositor will indemnify
the underwriters against certain civil liabilities, including liabilities under 
the Securities Act of 1933, as amended, or will contribute to payments the      
underwriters 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, other than the       
Residual 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 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 underwriters 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. In addition, the ratings on the Residual          
Certificates do not address the likelihood of receipt by the holders of such    
certificates of any amounts in excess of the initial certificate balance thereof
and interest thereon.                                                           

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     

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the Offered 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 Senior Certificates and the Class I-B1 Certificates will constitute
"mortgage related securities" for purposes of SMMEA for so long as they are     
rated not lower than the second highest rating category by a rating agency, as  
defined in the prospectus, and, therefore, will be legal investments for those  
entities to the extent provided in SMMEA. SMMEA, however, provides for state    
limitation on the authority of entities to invest in "mortgage related          
securities" provided that the restrictive legislation was enacted prior to      
October 3, 1991. There are ten states that have enacted legislation which       
overrides the preemption provisions of SMMEA. The Offered Subordinate           
Certificates (other than the Class I-B1 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.                

ERISA CONSIDERATIONS

    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.    
15936 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 F.R. 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. As noted in the prospectus, one requirement for        
eligibility under the Underwriter's Exemption is that all of the mortgage loans 
must have a loan-to-value ratio of not more than 100%, based on the outstanding 
principal balance of the loan and the fair market value of the mortgage property
as of the closing date. It is possible that, if the fair market value of any of 
the mortgage loans has declined substantially since origination, this           
requirement may not be satisfied. This possibility is greater for any seasoned  
loans than it is for other mortgage loans.                                      

    Each beneficial owner of an Offered Subordinate Certificate or any
interest therein shall be deemed to have represented, by virtue of its          
acquisition or holding of such certificate or interest therein,                 

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that either (i) it is not a benefit plan investor, (ii) it has acquired and is  
holding the related Offered Subordinate Certificates 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 Offered Subordinate Certificates must be rated, at the time of purchase, not
lower than "BBB-" (or its equivalent) by S&P, Moody's or Fitch 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.     

    The pooling and servicing agreement provides that each prospective
holder of a Residual Certificate, each prospective transferee acquiring the     
Residual Certificates and each prospective owner (or transferee thereof) of a   
beneficial interest in the Residual Certificates must represent and warrant (or 
will be deemed to have represented and warranted) that either (1) it is not a   
Plan or acting on behalf of a Plan and is not using assets of a Plan to purchase
the Residual Certificates or (2) it has delivered to the trust administrator or 
its certificate registrar an opinion of counsel, on which the trust             
administrator, the trustee, the depositor, the master servicer and Citibank may 
rely, which establishes to the satisfaction of the trust administrator that the 
purchase and holding of such certificates is permissible under applicable law,  
will not constitute or result in any non-exempt prohibited transaction under    
ERISA or section 4975 of the Code and will not subject the trustee, the trust   
administrator, the depositor, the master servicer, Citibank or the trust to any 
obligation or liability (including obligations or liabilities under ERISA or    
section 4975 of the Code) in addition to those undertaken in the pooling and    
servicing agreement, which opinion of counsel will not be an expense of any of  
such persons.                                                                   

   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 depositor, the trustee, the trust administrator, the servicer, any          
subservicer, Citibank 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 Inc., Mortgage Pass-Through Certificates, Series 2005-10,   
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.                                                                           

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

      Trading between Clearstream 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              

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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 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           

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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).                                        

   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 his agent.  

  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). 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
a U.S. Person. This summary does not deal with all aspects of U.S. Federal      
income tax withholding that may be relevant to foreign holders of the Global    
Securities. Investors are advised to consult their own tax advisors for specific
tax advice concerning their holding and disposing of the Global Securities.     

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APPENDIX 1

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APPENDIX 1

 PRINCIPAL BALANCES OF THE GROUP 1 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
   30,000 -    50,000 ..     9   $    375,023.75     0.07%      6.886%      712      66.14% 
   50,001 -    75,000 ..    25      1,654,871.02     0.29       6.376       713      76.22  
   75,001 -   100,000 ..    79      7,100,485.19     1.26       6.277       737      71.98  
  100,001 -   125,000 ..   151     17,022,817.37     3.03       6.297       724      77.67  
  125,001 -   150,000 ..   182     24,993,990.99     4.45       6.174       722      78.80  
  150,001 -   175,000 ..   181     29,447,060.28     5.24       6.187       724      78.93  
  175,001 -   200,000 ..   203     38,244,621.46     6.81       6.077       725      77.71  
  200,001 -   225,000 ..   130     27,776,704.82     4.95       6.168       727      78.50  
  225,001 -   250,000 ..   167     39,795,998.95     7.09       6.085       722      78.46  
  250,001 -   275,000 ..   154     40,251,525.11     7.17       6.105       726      78.35  
  275,001 -   300,000 ..   129     37,138,464.11     6.61       5.987       713      77.85  
  300,001 -   333,700 ..   134     42,202,493.61     7.52       6.027       719      78.85  
  333,701 -   350,000 ..    70     23,981,816.95     4.27       6.083       715      78.51  
  350,001 -   400,000 ..   141     52,214,552.85     9.30       6.089       717      78.26  
  400,001 -   500,000 ..   165     74,743,096.46    13.31       6.183       722      78.26  
  500,001 -   600,000 ..    95     52,017,289.03     9.26       6.135       720      78.35  
  600,001 -   700,000 ..    56     35,833,289.87     6.38       6.171       718      76.62  
  700,001 -   800,000 ..     6      4,444,256.25     0.79       6.165       686      75.82  
  800,001 -   900,000 ..     6      5,146,492.97     0.92       6.399       721      59.85  
  900,001 - 1,000,000 ..     3      2,905,048.43     0.52       6.252       695      65.92  
1,000,001 - 1,500,000 ..     3      4,172,008.04     0.74       6.140       710      64.25  
                         -----   ---------------   ------                                   
      Total ............ 2,089   $561,461,907.51   100.00%      6.127%      721      77.78% 
                         =====   ===============   ======                                   

 PRINCIPAL BALANCES OF THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
   30,000 -    50,000 ..     9   $    375,023.75     0.07%      6.886%      712      66.14% 
   50,001 -    75,000 ..    25      1,654,871.02     0.29       6.376       713      76.22  
   75,001 -   100,000 ..    81      7,289,396.69     1.30       6.234       737      72.13  
  100,001 -   125,000 ..   151     17,040,613.43     3.04       6.318       724      77.68  
  125,001 -   150,000 ..   182     24,993,990.99     4.45       6.174       722      78.80  
  150,001 -   175,000 ..   182     29,621,962.61     5.28       6.191       724      78.94  
  175,001 -   200,000 ..   202     38,069,719.13     6.78       6.074       725      77.70  
  200,001 -   225,000 ..   131     27,998,680.27     4.99       6.164       727      78.59  
  225,001 -   250,000 ..   166     39,574,023.50     7.05       6.087       723      78.40  
  250,001 -   275,000 ..   155     40,526,325.18     7.22       6.097       727      78.36  
  275,001 -   300,000 ..   128     36,863,664.04     6.57       5.995       713      77.84  
  300,001 -   325,000 ..   112     34,952,184.80     6.23       6.045       719      79.76  
  325,001 -   358,700 ..   119     40,813,137.20     7.27       6.078       715      77.52  
  358,701 -   375,000 ..    49     17,787,080.06     3.17       6.064       712      78.29  
  375,001 -   425,000 ..   105     42,061,532.70     7.49       6.142       719      79.05  
  425,001 -   525,000 ..   154     73,364,230.63    13.07       6.163       721      77.93  
  525,001 -   625,000 ..    81     46,375,386.41     8.26       6.153       725      78.22  
  625,001 -   725,000 ..    41     26,860,239.41     4.78       6.129       715      76.31  
  725,001 -   825,000 ..     5      3,819,789.22     0.68       6.314       679      65.33  
  825,001 -   925,000 ..     6      5,248,150.27     0.93       6.599       725      65.83  
  925,001 - 1,025,000 ..     2      1,999,898.16     0.36       5.687       683      64.08  
1,025,001 - 1,498,633 ..     3      4,172,008.04     0.74       6.140       710      64.25  
                         -----   ---------------   ------                                   
      Total ............ 2,089   $561,461,907.51   100.00%      6.127%      721      77.78% 
                         =====   ===============   ======                                   

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 MORTGAGE RATES OF THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE RATE (%)      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
2.875 - 3.000 ..........     1   $     98,109.94     0.02%      2.875%      703      80.00% 
4.001 - 4.500 ..........     2        510,503.01     0.09       4.341       713      46.07  
4.501 - 5.000 ..........    28      8,391,313.73     1.49       4.927       729      75.36  
5.001 - 5.500 ..........   198     54,409,889.68     9.69       5.395       725      75.38  
5.501 - 6.000 ..........   722    193,976,457.11    34.55       5.843       724      77.35  
6.001 - 6.500 ..........   727    205,191,934.01    36.55       6.298       718      77.94  
6.501 - 7.000 ..........   344     81,907,088.87    14.59       6.743       716      79.57  
7.001 - 7.500 ..........    58     14,327,891.16     2.55       7.285       719      81.39  
7.501 - 8.000 ..........     8      2,501,771.00     0.45       7.647       718      84.39  
8.001 - 8.125 ..........     1        146,949.00     0.03       8.125       706      90.00  
                         -----   ---------------   ------                                   
     Total ............. 2,089   $561,461,907.51   100.00%      6.127%      721      77.78% 
                         =====   ===============   ======                                   

 ORIGINAL TERM TO MATURITY OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 ORIGINAL TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 ----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
180 - 240.............         1  $    159,200.00       0.03%     6.250%     752      80.00%
241 - 360.............     2,088   561,302,707.51      99.97      6.127      721      77.78 
                           -----  ---------------     ------                                
      Total...........     2,089  $561,461,907.51     100.00%     6.127%     721      77.78%
                           =====  ===============     ======                                

REMAINING TERM OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
REMAINING TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
 179 - 180.............       1  $    159,200.00      0.03%      6.250%     752      80.00% 
 325 - 336.............       1       184,667.77      0.03       5.125      701      74.05  
 337 - 348.............      10     1,848,922.78      0.33       5.101      700      70.65  
 349 - 359.............   2,077   559,269,116.96     99.61       6.131      721      77.80  
                          -----  ---------------    ------                                  
      Total...........    2,089  $561,461,907.51    100.00%      6.127%     721      77.78% 
                          =====  ===============    ======                                  

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 LOAN-TO-VALUE RATIOS OF THE GROUP 1 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
  7.97 - 10.00 .........     1   $    124,000.00      0.02%      6.875%     733      7.97%  
 10.01 - 15.00 .........     2        177,568.41      0.03       6.044      795     13.89   
 15.01 - 20.00 .........     3        640,537.63      0.11       5.706      723     16.86   
 20.01 - 25.00 .........     3        495,344.24      0.09       4.888      747     21.89   
 25.01 - 30.00 .........     4        430,870.49      0.08       5.864      734     27.16   
 30.01 - 35.00 .........    11      2,409,501.52      0.43       6.080      744     32.62   
 35.01 - 40.00 .........     6      1,099,169.50      0.20       6.106      750     37.48   
 40.01 - 45.00 .........    10      1,806,787.76      0.32       5.989      723     43.17   
 45.01 - 50.00 .........    21      3,219,666.75      0.57       6.020      737     48.03   
 50.01 - 55.00 .........    23      5,860,906.00      1.04       6.062      706     52.76   
 55.01 - 60.00 .........    47     16,485,639.61      2.94       6.026      727     58.25   
 60.01 - 65.00 .........    44     15,668,625.35      2.79       6.028      705     62.90   
 65.01 - 70.00 .........    90     25,723,396.38      4.58       6.156      699     68.31   
 70.01 - 75.00 .........   129     37,026,319.27      6.59       6.083      714     73.67   
 75.01 - 80.00 ......... 1,448    395,845,758.89     70.50       6.100      723     79.71   
 80.01 - 85.00 .........    29      5,359,188.82      0.95       6.226      712     84.31   
 85.01 - 90.00 .........   121     28,873,727.10      5.14       6.462      716     89.85   
 90.01 - 95.00 .........    74     15,656,938.71      2.79       6.472      709     94.85   
 95.01 - 100.00 ........    23      4,557,961.08      0.81       6.374      742     99.75   
                         -----   ---------------    ------                                  
      Total ............ 2,089   $561,461,907.51    100.00%      6.127%     721     77.78%  
                         =====   ===============    ======                                  

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP 1 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
       COMBINED          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
 7.97 - 10.00 ..........       1   $    124,000.00     0.02%      6.875%     733       7.97%
10.01 - 15.00 ..........       2        177,568.41     0.03       6.044      795      13.89 
15.01 - 20.00 ..........       1        156,500.00     0.03       6.250      703      18.97 
20.01 - 25.00 ..........       5        979,381.87     0.17       5.205      738      19.07 
25.01 - 30.00 ..........       4        430,870.49     0.08       5.864      734      27.16 
30.01 - 35.00 ..........      10      2,209,501.52     0.39       6.110      742      32.79 
35.01 - 40.00 ..........       6      1,099,169.50     0.20       6.106      750      37.48 
40.01 - 45.00 ..........      10      1,806,787.76     0.32       5.989      723      43.17 
45.01 - 50.00 ..........      19      2,856,666.75     0.51       6.037      745      48.00 
50.01 - 55.00 ..........      22      5,609,906.00     1.00       6.012      703      52.61 
55.01 - 60.00 ..........      40     12,753,365.96     2.27       5.929      731      58.30 
60.01 - 65.00 ..........      38     12,658,837.91     2.25       5.901      700      62.15 
65.01 - 70.00 ..........      72     20,548,288.49     3.66       6.218      699      67.82 
70.01 - 75.00 ..........     100     27,748,378.34     4.94       6.075      717      73.04 
75.01 - 80.00 ..........     505    137,405,275.37    24.47       6.081      714      78.90 
80.01 - 85.00 ..........      52     11,058,987.92     1.97       6.131      703      79.37 
85.01 - 90.00 ..........     328     93,294,064.68    16.62       6.176      721      81.83 
90.01 - 95.00 ..........     258     68,209,718.42    12.15       6.144      715      83.00 
95.01 - 100.00 .........     616    162,334,638.12    28.91       6.174      733      80.35 
                           -----   ---------------   ------                                 
     Total .............   2,089   $561,461,907.51   100.00%      6.127%     721      77.78%
                           =====   ===============   ======                                 

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 OCCUPANCY STATUS OF THE GROUP 1 MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   OCCUPANCY STATUS       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
Owner Occupied .........  1,616   $464,856,802.79    82.79%      6.099%     718      77.81% 
Investor ...............    371     73,237,608.53    13.04       6.312      738      76.70  
Second Home ............    102     23,367,496.19     4.16       6.096      727      80.43  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

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

              MORTGAGED PROPERTY TYPES OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE PROPERTY      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Single Family ..........   1,211   $331,249,493.08    59.00%      6.136%     717      77.47%
PUD ....................     466    127,956,435.49    22.79       6.075      726      78.24 
Condominium ............     356     86,434,279.24    15.39       6.109      725      78.45 
Two Family .............      38     10,716,486.65     1.91       6.449      743      77.35 
Three Family ...........       6      1,922,012.52     0.34       6.468      718      78.47 
Coop ...................       6      1,431,055.53     0.25       6.387      725      65.61 
Four Family ............       4      1,120,120.00     0.20       6.382      753      77.20 
Townhouse ..............       2        632,025.00     0.11       6.788      681      86.52 
                           -----   ---------------   ------                                 
      Total ............   2,089   $561,461,907.51   100.00%      6.127%     721      77.78%
                           =====   ===============   ======                                 

LOAN PURPOSE OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     LOAN PURPOSE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Purchase ...............   1,430   $377,744,021.56    67.28%      6.155%     729      80.05%
Cash Out Refinance .....     448    129,362,160.72    23.04       6.098      700      72.58 
Rate/Term Refinance ....     211     54,355,725.23     9.68       6.003      712      74.39 
                           -----   ---------------   ------                                 
      Total ............   2,089   $561,461,907.51   100.00%      6.127%     721      77.78%
                           =====   ===============   ======                                 

             DOCUMENTATION TYPES OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
  DOCUMENTATION TYPE      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
  ------------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Stated .................  1,144   $338,876,513.01    60.36%      6.237%     719      78.52% 
Full ...................    573    134,708,174.72    23.99       5.861      723      77.66  
Limited/Reduced ........    231     54,302,874.77     9.67       5.956      728      75.34  
No Documentation .......    141     33,574,345.01     5.98       6.365      716      74.68  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE GROUP 1
MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       LOCATION           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       --------           -----    ------------   ------------  --------    ----     -------
                                                                                            
California .............    491   $191,635,338.61    34.13%      6.104%     721      76.86% 
Virginia ...............    170     49,568,271.88     8.83       6.006      722      77.37  
Maryland ...............    161     41,359,367.06     7.37       6.071      717      78.00  
Florida ................    151     32,425,731.75     5.78       6.325      720      80.15  
Arizona ................    114     26,655,961.56     4.75       6.247      723      77.07  
Nevada .................    100     25,470,923.77     4.54       6.052      728      78.01  
Illinois ...............     89     21,071,990.14     3.75       6.199      720      77.99  
New Jersey .............     74     19,614,595.07     3.49       6.266      713      77.32  
Michigan ...............    106     17,859,007.93     3.18       6.166      703      79.27  
Washington .............     71     16,236,566.79     2.89       5.957      730      80.73  
Minnesota ..............     47     11,268,001.40     2.01       6.128      721      78.57  
Pennsylvania ...........     47      9,379,144.22     1.67       6.253      728      81.61  
Colorado ...............     38      8,805,730.82     1.57       6.105      720      80.37  
Massachusetts ..........     27      8,309,946.08     1.48       6.010      714      72.80  
Ohio ...................     47      7,358,386.02     1.31       6.077      723      79.04  
New York ...............     24      7,038,525.60     1.25       6.239      707      68.75  
Oregon .................     30      6,671,046.92     1.19       6.267      732      79.72  
Georgia ................     37      6,615,349.45     1.18       6.156      722      81.30  
North Carolina .........     35      6,484,007.52     1.15       6.027      717      79.95  
Other ..................    230     47,634,014.92     8.48       6.166      724      78.42  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

              ORIGINAL INTEREST ONLY TERMS OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
        IO TERM          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        (MONTHS)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        --------          -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................    287   $ 65,306,106.09    11.63%      6.101%     721      75.16% 
36 .....................    365     91,906,048.62    16.37       5.946      720      78.57  
60 .....................    663    179,486,496.61    31.97       6.145      722      77.48  
84 .....................    235     69,082,744.87    12.30       6.181      723      77.67  
120 ....................    539    155,680,511.32    27.73       6.200      719      78.80  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

 CREDIT SCORES OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     CREDIT SCORE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
591 - 599 ..............       3   $    615,100.25     0.11%      6.100%     593      74.41%
600 - 624 ..............      13      3,327,316.75     0.59       6.108      620      75.44 
625 - 649 ..............      93     26,566,190.37     4.73       6.189      639      76.02 
650 - 674 ..............     214     59,240,093.97    10.55       6.163      663      77.37 
675 - 699 ..............     342     94,947,672.97    16.91       6.140      688      78.18 
700 - 724 ..............     406    111,294,372.21    19.82       6.166      711      77.68 
725 - 749 ..............     382    102,023,296.13    18.17       6.146      737      78.29 
750 - 774 ..............     363     98,266,360.78    17.50       6.077      762      78.67 
775 - 799 ..............     220     52,772,029.29     9.40       6.046      785      76.93 
800 - 819 ..............      53     12,409,474.79     2.21       5.962      806      74.45 
                           -----   ---------------   ------                                 
     Total .............   2,089   $561,461,907.51   100.00%      6.127%     721      77.78%
                           =====   ===============   ======                                 

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NEXT ADJUSTMENT DATES FOR THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 NEXT ADJUSTMENT DATE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 --------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
May 2006 ...............       1   $     98,109.94     0.02%      2.875%     703      80.00%
June 2006 ..............       1        109,917.73     0.02       6.125      591      85.00 
July 2006 ..............       1        185,158.77     0.03       4.500      696      89.80 
October 2006 ...........       4        766,512.19     0.14       5.739      687      82.39 
November 2006 ..........       1        325,344.24     0.06       4.250      722      21.19 
August 2007 ............       1        650,000.00     0.12       5.625      726      69.89 
September 2007 .........       3        906,183.53     0.16       5.955      714      75.70 
October 2007 ...........      23      8,207,419.82     1.46       6.255      728      79.90 
November 2007 ..........      28     10,511,028.44     1.87       6.171      723      79.97 
June 2008 ..............       2        447,546.43     0.08       5.482      711      78.10 
August 2008 ............       9      1,992,702.22     0.35       6.284      703      83.20 
September 2008 .........      32      7,025,360.09     1.25       6.191      704      80.72 
October 2008 ...........     432    116,633,843.49    20.77       5.983      720      78.87 
November 2008 ..........     130     38,388,340.53     6.84       6.081      729      77.83 
December 2009 ..........       1        196,896.20     0.04       5.000      739      79.99 
May 2010 ...............       1        131,066.21     0.02       6.000      751      80.00 
June 2010 ..............       2        973,290.08     0.17       5.940      734      84.78 
July 2010 ..............       9      2,021,725.08     0.36       5.797      714      84.12 
August 2010 ............       6      1,047,919.87     0.19       5.640      713      80.81 
September 2010 .........     247     53,347,653.30     9.50       6.010      727      75.51 
October 2010 ...........     502    132,869,747.75    23.66       6.190      717      77.96 
November 2010 ..........     281     75,868,672.01    13.51       6.238      715      78.29 
June 2012 ..............       1        343,712.40     0.06       5.625      683      80.00 
July 2012 ..............       5        785,223.49     0.14       6.308      718      83.28 
August 2012 ............       1        236,000.00     0.04       5.908      712      80.00 
September 2012 .........      85     19,796,946.26     3.53       5.923      738      77.67 
October 2012 ...........     186     57,535,880.27    10.25       6.261      721      75.70 
November 2012 ..........      94     30,059,707.17     5.35       6.325      722      76.68 
                           -----   ---------------   ------                                 
      Total ............   2,089   $561,461,907.51   100.00%      6.127%     721      77.78%
                           =====   ===============   ======                                 

GROSS MARGINS OF THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   GROSS MARGIN (%)       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........   1,169   $322,105,520.15    57.37%      6.203%     712      78.17%
2.501 - 3.000 ..........     917    238,776,227.36    42.53       6.024      732      77.22 
3.001 - 3.125 ..........       3        580,160.00     0.10       6.398      746      88.64 
                           -----   ---------------   ------                                 
     Total .............   2,089   $561,461,907.51   100.00%      6.127%     721      77.78%
                           =====   ===============   ======                                 

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MAXIMUM MORTGAGE RATES OF THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MAXIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
    RATE (%)              LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
    --------              -----    ------------   ------------  --------    ----     -------
                                                                                            
 6.875 - 7.000 .........      1   $     98,109.94     0.02%      2.875%     703      80.00% 
 8.001 - 8.500 .........      2        510,503.01     0.09       4.341      713      46.07  
 9.001 - 9.500 .........      1        129,162.54     0.02       5.500      723      80.00  
 9.501 - 10.000 ........     10      2,241,519.89     0.40       5.200      687      77.03  
10.001 - 10.500 ........    104     28,518,056.85     5.08       5.419      731      73.81  
10.501 - 11.000 ........    539    145,241,345.55    25.87       5.808      725      76.88  
11.001 - 11.500 ........    640    177,337,631.26    31.58       6.167      716      77.37  
11.501 - 12.000 ........    478    119,585,989.78    21.30       6.319      718      78.99  
12.001 - 12.500 ........    221     63,480,753.08    11.31       6.440      723      79.94  
12.501 - 13.000 ........     75     19,707,775.49     3.51       6.863      722      80.18  
13.001 - 13.500 ........     18      4,611,060.12     0.82       7.327      714      78.48  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

 MINIMUM MORTGAGE RATES OF THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MINIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
    RATE (%)              LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
    --------              -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........  1,169   $322,105,520.15    57.37%      6.203%     712      78.17% 
2.501 - 3.000 ..........    916    238,628,943.15    42.50       6.025      732      77.22  
3.001 - 3.500 ..........      3        580,160.00     0.10       6.398      746      88.64  
6.501 - 7.000 ..........      1        147,284.21     0.03       5.000      663      80.00  
                          -----   ---------------   ------                                  
     Total .............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

 INITIAL PERIODIC RATE CAPS OF THE GROUP 1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 INITIAL PERIODIC        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
    RATE CAP (%)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
    ------------          -----    ------------   ------------  --------    ----     -------
                                                                                            
2.000 ..................    317   $ 75,340,124.22    13.42%      5.987%     714      78.88% 
3.000 ..................    236     68,124,506.31    12.13       5.946      725      77.87  
5.000 ..................  1,535    417,829,276.98    74.42       6.182      721      77.57  
6.000 ..................      1        168,000.00     0.03       6.250      693      77.42  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP 1 MORTGAGE LOANS AS OF THE 
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  SUBSEQUENT PERIODIC    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE CAP (%)         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
1.000 ..................    566   $167,129,339.73    29.77%      6.230%     720      78.97% 
2.000 ..................  1,523    394,332,567.78    70.23       6.084      721      77.27  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

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 INDEX OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
          INDEX           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
          -----           -----    ------------   ------------  --------    ----     -------
                                                                                            
1 Year LIBOR ...........  1,512   $392,253,172.93    69.86%      6.088%     721      77.30% 
6 Month LIBOR ..........    567    167,391,739.73    29.81       6.231      719      78.97  
1 Year CMT .............     10      1,816,994.85     0.32       5.093      689      71.18  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

RATE ADJUSTMENT FREQUENCY OF THE GROUP 1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
     RATE ADJUSTMENT     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        FREQUENCY         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ---------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Annually ...............  1,522   $394,070,167.78    70.19%      6.083%     721      77.27% 
Semiannually ...........    567    167,391,739.73    29.81       6.231      719      78.97  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

PMI STATUS OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       PMI STATUS         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       ----------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Current LTV <=80 .......  1,842   $507,014,091.80    90.30%      6.094%     721      76.30% 
United Guaranty ........     67     14,406,913.70     2.57       6.381      730      93.22  
Lender Paid MI .........     47     12,646,017.14     2.25       6.687      726      89.95  
RMIC ...................     38      7,689,834.70     1.37       6.256      711      90.23  
Radian .................     35      7,364,875.29     1.31       6.543      684      92.90  
PMI ....................     28      5,545,507.43     0.99       6.271      709      90.51  
Gemico .................     12      2,617,198.64     0.47       6.568      726      91.93  
MGIC ...................      9      1,909,344.57     0.34       6.007      695      91.92  
Commonwealth ...........      6      1,160,013.50     0.21       6.242      703      90.82  
Triad ..................      3        781,708.72     0.14       6.367      694      92.44  
Other ..................      2        326,402.02     0.06       5.820      741      97.16  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

             PREPAYMENT PENALTY TERM OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  PREPAYMENT PENALTY     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         TERM             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         ----             -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................  2,020   $540,814,736.11    96.32%      6.123%     721      77.74% 
12 .....................      8      2,926,800.00     0.52       6.409      733      76.69  
36 .....................     59     17,422,071.41     3.10       6.210      708      78.96  
42 .....................      2        298,299.99     0.05       6.427      735      80.00  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

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 PREPAYMENT PENALTY TERM DESCRIPTION OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
PREPAYMENT PENALTY TERM  MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      DESCRIPTION         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      -----------         -----    ------------   ------------  --------    ----     -------
                                                                                            
No Prepay Penalty ......  2,020   $540,814,736.11    96.32%      6.123%     721      77.74% 
6 months interest                                                                           
  on 80% ...............     47     15,430,595.40     2.75       6.265      714      78.36  
2% on 80% of prepay ....      9      2,532,099.97     0.45       5.957      697      79.86  
1% on 80% of prepay ....      4      1,143,199.99     0.20       6.568      706      80.00  
1% on 100% of prepay ...      6      1,091,899.99     0.19       6.071      715      78.05  
2 months interest on                                                                        
  100% .................      2        298,299.99     0.05       6.427      735      80.00  
5% on 80% of prepay ....      1        151,076.06     0.03       7.000      713      80.00  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

 ORIGINATORS OF THE GROUP 1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       ORIGINATOR         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       ----------         -----    ------------   ------------  --------    ----     -------
                                                                                            
National City ..........    986   $253,212,332.37    45.10%      6.017%     731      77.19% 
PHH ....................    573    170,225,719.55    30.32       6.255      712      77.93  
Green Point ............    208     73,088,737.22    13.02       6.239      723      78.85  
Countrywide ............    171     36,180,972.74     6.44       5.998      712      78.17  
Quicken ................    142     27,084,434.99     4.82       6.283      686      79.38  
Wells Fargo ............      9      1,669,710.64     0.30       5.101      691      70.40  
                          -----   ---------------   ------                                  
      Total ............  2,089   $561,461,907.51   100.00%      6.127%     721      77.78% 
                          =====   ===============   ======                                  

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             PRINCIPAL BALANCES OF THE GROUP I-1 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
 38,000 -  50,000 ......       2   $     78,100.00     0.07%      6.747%     726      44.98%
 50,001 -  75,000 ......       7        455,914.95     0.40       6.410      710      81.73 
 75,001 - 100,000 ......      17      1,565,710.94     1.38       6.238      707      72.10 
100,001 - 125,000 ......      46      5,188,817.17     4.57       6.172      707      77.10 
125,001 - 150,000 ......      51      6,988,492.09     6.16       5.931      716      81.26 
150,001 - 175,000 ......      56      9,162,404.31     8.08       6.073      711      80.99 
175,001 - 200,000 ......      66     12,444,098.84    10.97       5.979      726      79.00 
200,001 - 225,000 ......      47     10,046,859.60     8.86       6.192      728      79.84 
225,001 - 250,000 ......      52     12,353,620.29    10.89       5.860      723      78.39 
250,001 - 275,000 ......      39     10,133,916.81     8.93       5.997      726      78.70 
275,001 - 300,000 ......      37     10,652,494.97     9.39       5.835      708      78.34 
300,001 - 333,700 ......      55     17,334,990.06    15.28       5.848      720      78.41 
333,701 - 350,000 ......      25      8,555,903.40     7.54       6.039      711      79.18 
350,001 - 400,000 ......      21      7,565,481.84     6.67       6.083      719      78.86 
400,001 - 472,000 ......       2        928,000.00     0.82       5.752      725      74.27 
                           -----   ---------------   ------                                 
    Total ..............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

PRINCIPAL BALANCES OF THE GROUP I-1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
 38,000 - 50,000 .......      2   $     78,100.00     0.07%      6.747%     726      44.98% 
 50,001 - 75,000 .......      7        455,914.95     0.40       6.410      710      81.73  
 75,001 - 100,000 ......     18      1,663,820.88     1.47       6.039      706      72.57  
100,001 - 125,000 ......     45      5,090,707.23     4.49       6.236      707      77.05  
125,001 - 150,000 ......     51      6,988,492.09     6.16       5.931      716      81.26  
150,001 - 175,000 ......     56      9,162,404.31     8.08       6.073      711      80.99  
175,001 - 200,000 ......     66     12,444,098.84    10.97       5.979      726      79.00  
200,001 - 225,000 ......     48     10,268,835.05     9.05       6.180      726      80.06  
225,001 - 250,000 ......     51     12,131,644.84    10.69       5.864      724      78.18  
250,001 - 275,000 ......     40     10,408,716.88     9.17       5.968      726      78.74  
275,001 - 300,000 ......     36     10,377,694.90     9.15       5.860      707      78.30  
300,001 - 325,000 ......     44     13,714,792.78    12.09       5.864      720      79.32  
325,001 - 358,700 ......     46     15,722,152.34    13.86       5.983      713      78.25  
358,701 - 375,000 ......      9      3,239,930.18     2.86       5.931      728      76.87  
375,001 - 425,000 ......      2        779,500.00     0.69       6.875      735      84.99  
425,001 - 472,000 ......      2        928,000.00     0.82       5.752      725      74.27  
                          -----   ---------------   ------                                  
    Total ..............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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MORTGAGE RATES OF THE GROUP I-1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE RATE (%)      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
2.875 - 3.000 ..........       1   $     98,109.94     0.09%      2.875%     703      80.00%
4.001 - 4.500 ..........       2        510,503.01     0.45       4.341      713      46.07 
4.501 - 5.000 ..........      17      3,870,896.12     3.41       4.932      727      78.55 
5.001 - 5.500 ..........      86     19,990,075.75    17.62       5.344      714      77.44 
5.501 - 6.000 ..........     181     39,744,502.30    35.03       5.821      721      78.57 
6.001 - 6.500 ..........     155     33,814,607.25    29.80       6.296      721      79.71 
6.501 - 7.000 ..........      64     12,207,547.30    10.76       6.769      712      80.05 
7.001 - 7.500 ..........      17      3,218,563.60     2.84       7.257      704      84.83 
                           -----   ---------------   ------                                 
     Total .............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

             ORIGINAL TERM TO MATURITY OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
ORIGINAL TERM (MONTHS)    LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
360 - 360 ..............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          -----   ---------------   ------                                  
     Total .............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

              REMAINING TERM OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
REMAINING TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
341 - 348 ..............      9   $  1,652,026.58     1.46%      5.113%     695      69.53% 
349 - 359 ..............    514    111,802,778.69    98.54       5.995      719      79.04  
                          -----   ---------------   ------                                  
     Total .............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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 LOAN-TO-VALUE RATIOS OF THE GROUP I-1 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
 7.97 - 10.00 ..........       1   $    124,000.00     0.11%      6.875%     733       7.97%
10.01 - 15.00 ..........       1         40,100.00     0.04       6.625      816      11.79 
15.01 - 20.00 ..........       1        200,000.00     0.18       5.750      703      16.67 
20.01 - 25.00 ..........       1        325,344.24     0.29       4.250      722      21.19 
25.01 - 30.00 ..........       1         96,000.00     0.08       6.250      714      28.24 
30.01 - 35.00 ..........       3        324,000.00     0.29       6.276      713      33.92 
50.01 - 55.00 ..........       2        474,953.12     0.42       5.939      701      52.48 
55.01 - 60.00 ..........       7      1,630,517.28     1.44       5.717      727      57.53 
60.01 - 65.00 ..........       8      1,647,244.21     1.45       6.158      709      62.88 
65.01 - 70.00 ..........      25      6,359,673.69     5.61       5.756      682      68.21 
70.01 - 75.00 ..........      27      5,699,867.38     5.02       5.886      708      73.49 
75.01 - 80.00 ..........     379     83,341,646.70    73.46       5.972      722      79.80 
80.01 - 85.00 ..........       7      1,264,561.28     1.11       5.974      692      84.57 
85.01 - 90.00 ..........      38      7,864,986.03     6.93       6.148      720      89.90 
90.01 - 95.00 ..........      20      3,670,916.90     3.24       6.432      713      94.79 
95.01 - 100.00 .........       2        390,994.44     0.34       6.959      765     100.00 
                           -----   ---------------   ------                                 
     Total .............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I-1 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
       COMBINED          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
 7.97 - 10.00 ..........      1   $    124,000.00     0.11%      6.875%     733       7.97% 
10.01 - 15.00 ..........      1         40,100.00     0.04       6.625      816      11.79  
20.01 - 25.00 ..........      2        525,344.24     0.46       4.821      715      19.47  
25.01 - 30.00 ..........      1         96,000.00     0.08       6.250      714      28.24  
30.01 - 35.00 ..........      3        324,000.00     0.29       6.276      713      33.92  
50.01 - 55.00 ..........      2        474,953.12     0.42       5.939      701      52.48  
55.01 - 60.00 ..........      5      1,174,677.03     1.04       5.720      719      57.73  
60.01 - 65.00 ..........      7      1,287,896.37     1.14       5.958      688      63.13  
65.01 - 70.00 ..........     19      5,037,873.69     4.44       5.689      681      67.96  
70.01 - 75.00 ..........     21      4,563,094.20     4.02       5.847      713      73.50  
75.01 - 80.00 ..........    113     25,553,832.03    22.52       5.874      717      79.31  
80.01 - 85.00 ..........      9      1,787,591.49     1.58       6.001      711      82.88  
85.01 - 90.00 ..........     83     18,357,219.40    16.18       6.070      719      82.94  
90.01 - 95.00 ..........     82     16,903,437.49    14.90       6.053      714      82.95  
95.01 - 100.00 .........    174     37,204,786.21    32.79       6.055      729      79.96  
                          -----   ---------------   ------                                  
     Total .............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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 OCCUPANCY STATUS OF THE GROUP I-1 MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   OCCUPANCY STATUS       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
Owner Occupied .........    417   $ 91,519,955.12    80.67%      5.970%     712      78.65% 
Investor ...............     70     14,354,301.22    12.65       6.106      742      79.20  
Second Home ............     36      7,580,548.93     6.68       5.892      750      81.35  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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

MORTGAGED PROPERTY TYPES OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE PROPERTY      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Single Family ..........     297   $ 61,842,513.96    54.51%      5.979%     712      78.18%
PUD ....................     131     30,473,502.71    26.86       5.970      723      79.70 
Condominium ............      87     18,597,428.60    16.39       5.963      727      79.51 
Two Family .............       6      1,787,360.00     1.58       6.309      760      84.66 
Four Family ............       1        390,000.00     0.34       6.500      759      75.00 
Three Family ...........       1        364,000.00     0.32       6.375      774      80.00 
                           -----   ---------------   ------                                 
      Total ............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

LOAN PURPOSE OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     LOAN PURPOSE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Purchase ...............     367   $ 79,970,873.26    70.49%      6.019%     729      80.57%
Cash Out Refinance .....      99     21,061,124.82    18.56       5.906      692      74.79 
Rate/Term Refinance ....      57     12,422,807.19    10.95       5.868      700      75.14 
                           -----   ---------------   ------                                 
      Total ............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

 DOCUMENTATION TYPES OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   DOCUMENTATION TYPE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
Stated .................    295   $ 66,273,118.51    58.41%      6.093%     725      79.07% 
Full ...................    170     34,887,858.28    30.75       5.733      707      79.20  
No Documentation .......     31      6,347,635.79     5.59       6.128      706      74.50  
Limited/Reduced ........     27      5,946,192.69     5.24       6.044      730      79.98  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE GROUP I-1
MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       LOCATION           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       --------           -----    ------------   ------------  --------    ----     -------
                                                                                            
California .............      95   $ 26,530,704.38    23.38%      5.960%     723      78.51%
Nevada .................      39      8,785,946.47     7.74       6.049      738      79.18 
Virginia ...............      39      8,782,960.86     7.74       5.814      715      79.15 
Florida ................      44      8,187,062.86     7.22       6.132      735      80.69 
Arizona ................      29      6,542,019.77     5.77       6.027      718      78.58 
Maryland ...............      28      6,493,658.74     5.72       5.797      705      79.30 
Michigan ...............      39      5,890,584.62     5.19       6.009      689      79.19 
Illinois ...............      23      5,210,033.57     4.59       5.893      720      79.08 
Washington .............      18      3,692,199.56     3.25       6.029      737      80.59 
New Jersey .............      13      3,256,401.15     2.87       6.146      691      77.57 
Pennsylvania ...........      16      2,999,540.87     2.64       6.192      716      81.98 
Colorado ...............      14      2,826,606.67     2.49       6.054      695      80.34 
Massachusetts ..........       8      2,206,598.28     1.94       5.961      702      69.88 
Ohio ...................      12      2,095,001.15     1.85       6.150      705      79.23 
Oregon .................       8      2,065,592.00     1.82       5.595      703      79.19 
North Carolina .........       9      1,809,999.99     1.60       5.902      705      80.22 
Georgia ................      11      1,741,705.78     1.54       5.948      721      82.64 
Utah ...................       9      1,392,294.44     1.23       6.310      724      85.88 
Minnesota ..............       7      1,319,317.04     1.16       5.747      731      76.16 
South Carolina .........       6      1,152,259.49     1.02       6.151      707      81.24 
Other ..................      56     10,474,317.58     9.23       6.007      725      76.42 
                           -----   ---------------   ------                                 
      Total ............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

ORIGINAL INTEREST ONLY TERMS OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
         IO TERM         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        (MONTHS)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        --------          -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................     51   $  9,890,418.79     8.72%      5.868%     724      75.64% 
36 .....................    323     70,043,825.78    61.74       5.914      719      79.16  
120 ....................    149     33,520,560.70    29.55       6.158      717      79.32  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

 CREDIT SCORES OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     CREDIT SCORE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
591 - 599 ..............      2   $    451,542.73     0.40%      5.936%     592      72.39% 
600 - 624 ..............      2        231,200.00     0.20       5.622      622      85.92  
625 - 649 ..............     30      6,331,948.85     5.58       6.066      638      75.18  
650 - 674 ..............     69     14,324,921.26    12.63       6.063      664      79.07  
675 - 699 ..............     80     17,423,772.75    15.36       5.922      687      78.92  
700 - 724 ..............    107     23,298,156.00    20.54       6.026      711      78.13  
725 - 749 ..............     89     19,839,240.31    17.49       5.984      737      80.03  
750 - 774 ..............     76     17,461,512.75    15.39       5.918      763      79.61  
775 - 799 ..............     60     12,682,152.11    11.18       5.940      784      79.60  
800 - 816 ..............      8      1,410,358.51     1.24       6.006      806      76.49  
                          -----   ---------------   ------                                  
     Total .............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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NEXT ADJUSTMENT DATES FOR THE GROUP I-1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 NEXT ADJUSTMENT DATE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 --------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
May 2006 ...............      1   $     98,109.94     0.09%      2.875%     703      80.00% 
June 2006 ..............      1        109,917.73     0.10       6.125      591      85.00  
July 2006 ..............      1        185,158.77     0.16       4.500      696      89.80  
October 2006 ...........      4        766,512.19     0.68       5.739      687      82.39  
November 2006 ..........      1        325,344.24     0.29       4.250      722      21.19  
September 2007 .........      2        406,183.71     0.36       6.207      747      74.20  
October 2007 ...........     13      3,124,919.83     2.75       6.273      715      79.89  
November 2007 ..........     13      3,073,828.44     2.71       6.246      708      79.95  
June 2008 ..............      2        447,546.43     0.39       5.482      711      78.10  
August 2008 ............      8      1,630,709.50     1.44       6.126      719      82.07  
September 2008 .........     30      6,121,360.09     5.40       6.174      704      80.82  
October 2008 ...........    348     76,223,658.98    67.18       5.942      718      78.67  
November 2008 ..........     99     20,941,555.42    18.46       6.045      728      79.37  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

GROSS MARGINS OF THE GROUP I-1 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   GROSS MARGIN (%)       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........     330   $ 69,905,298.04    61.62%      6.105%     711      78.73%
2.501 - 3.000 ..........     190     42,969,347.23    37.87       5.776      730      79.05 
3.001 - 3.125 ..........       3        580,160.00     0.51       6.398      746      88.64 
                           -----   ---------------   ------                                 
     Total .............     523   $113,454,805.27   100.00%      5.982%     719      78.90%
                           =====   ===============   ======                                 

MAXIMUM MORTGAGE RATES OF THE GROUP I-1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MAXIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RATE (%)            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      --------            -----    ------------   ------------  --------    ----     -------
                                                                                            
 6.875 - 7.000 .........      1   $     98,109.94     0.09%      2.875%     703      80.00% 
 8.001 - 8.500 .........      2        510,503.01     0.45       4.341      713      46.07  
 9.001 - 9.500 .........      1        129,162.54     0.11       5.500      723      80.00  
 9.501 - 10.000 ........      6      1,110,829.65     0.98       5.452      701      80.93  
10.001 - 10.500 ........      6      1,105,518.59     0.97       5.302      670      80.10  
10.501 - 11.000 ........     27      6,295,971.39     5.55       5.334      729      78.71  
11.001 - 11.500 ........    104     23,673,636.31    20.87       5.539      716      78.00  
11.501 - 12.000 ........    176     38,151,321.10    33.63       5.869      719      78.60  
12.001 - 12.500 ........    133     29,703,365.56    26.18       6.325      721      79.54  
12.501 - 13.000 ........     53     10,264,823.58     9.05       6.772      718      79.88  
13.001 - 13.500 ........     14      2,411,563.60     2.13       7.275      714      86.45  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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MINIMUM MORTGAGE RATES OF THE GROUP I-1 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MINIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RATE (%)            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      --------            -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    330   $ 69,905,298.04    61.62%      6.105%     711      78.73% 
2.501 - 3.000 ..........    189     42,822,063.02    37.74       5.778      731      79.04  
3.001 - 3.500 ..........      3        580,160.00     0.51       6.398      746      88.64  
6.501 - 7.000 ..........      1        147,284.21     0.13       5.000      663      80.00  
                          -----   ---------------   ------                                  
     Total .............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

INITIAL PERIODIC RATE CAPS OF THE GROUP I-1 MORTGAGE LOANS AS OF THE
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
INITIAL PERIODIC RATE    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        CAP (%)           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        -------           -----    ------------   ------------  --------    ----     -------
                                                                                            
2.000 ..................    286   $ 61,082,979.20    53.84%      5.960%     714      78.57% 
3.000 ..................    173     36,429,463.39    32.11       5.940      722      78.88  
5.000 ..................     63     15,774,362.68    13.90       6.159      729      80.24  
6.000 ..................      1        168,000.00     0.15       6.250      693      77.42  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP I-1 MORTGAGE LOANS AS OF THE 
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  SUBSEQUENT PERIODIC    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE CAP (%)         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
1.000 ..................    155   $ 34,674,331.69    30.56%      6.166%     717      79.34% 
2.000 ..................    368     78,780,473.58    69.44       5.901      719      78.71  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

 INDEX OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         INDEX            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         -----            -----    ------------   ------------  --------    ----     -------
                                                                                            
1 Year LIBOR ...........    359   $ 77,148,146.50    68.00%      5.918%     720      78.88% 
6 Month LIBOR ..........    155     34,674,331.69    30.56       6.166      717      79.34  
1 Year CMT .............      9      1,632,327.08     1.44       5.089      687      70.85  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

RATE ADJUSTMENT FREQUENCY OF THE GROUP I-1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
     RATE ADJUSTMENT     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        FREQUENCY         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ---------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Annually ...............    368   $ 78,780,473.58    69.44%      5.901%     719      78.71% 
Semiannually ...........    155     34,674,331.69    30.56       6.166      717      79.34  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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PMI STATUS OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      PMI STATUS          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
Current LTV<=80 ........    456   $100,263,346.62    88.37%      5.949%     719      77.30% 
RMIC ...................     15      2,671,038.99     2.35       5.966      730      90.04  
United Guaranty ........     14      2,589,145.10     2.28       6.361      725      93.75  
Lender Paid MI .........     11      2,536,023.95     2.24       6.195      727      89.69  
Commonwealth ...........      6      1,160,013.50     1.02       6.242      703      90.82  
Radian .................      6      1,149,175.45     1.01       6.441      661      91.81  
PMI ....................      6      1,121,102.94     0.99       6.100      727      89.58  
Triad ..................      3        781,708.72     0.69       6.367      694      92.44  
MGIC ...................      3        636,250.00     0.56       6.377      709      88.91  
Gemico .................      3        547,000.00     0.48       6.607      731      91.84  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

PREPAYMENT PENALTY TERM OF THE GROUP I-1 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY      MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         TERM             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         ----             -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................    499   $108,261,329.27    95.42%      5.968%     719      78.90% 
12 .....................      1        316,000.00     0.28       6.500      730      80.00  
36 .....................     22      4,759,176.01     4.19       6.265      708      78.96  
42 .....................      1        118,299.99     0.10       6.125      727      79.99  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

             PREPAYMENT PENALTY TERM DESCRIPTION OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY      MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
  TERM DESCRIPTION        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
  ----------------        -----    ------------   ------------  --------    ----     -------
                                                                                            
No Prepay Penalty ......    499   $108,261,329.27    95.42%      5.968%     719      78.90% 
6 months interest                                                                           
  on 80% ...............     14      3,282,499.98     2.89       6.359      712      78.63  
2% on 80% of prepay ....      4        866,399.98     0.76       5.988      715      79.82  
1% on 100% of prepay ...      2        424,000.00     0.37       6.105      685      79.26  
1% on 80% of prepay ....      2        351,199.99     0.31       6.159      693      80.00  
5% on 80% of prepay ....      1        151,076.06     0.13       7.000      713      80.00  
2 months interest on                                                                        
  100% .................      1        118,299.99     0.10       6.125      727      79.99  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

 ORIGINATORS OF THE GROUP I-1 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        ORIGINATOR        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ----------        -----    ------------   ------------  --------    ----     -------
                                                                                            
National City ..........    179   $ 40,809,620.15    35.97%      5.797%     733      79.23% 
Countrywide ............    171     36,180,972.74    31.89       5.998      712      78.17  
Green Point ............     72     17,278,263.13    15.23       6.256      718      79.51  
PHH ....................     52     10,767,352.66     9.49       6.106      714      80.56  
Quicken ................     41      6,933,553.72     6.11       6.297      683      78.57  
Wells Fargo ............      8      1,485,042.87     1.31       5.098      690      69.94  
                          -----   ---------------   ------                                  
      Total ............    523   $113,454,805.27   100.00%      5.982%     719      78.90% 
                          =====   ===============   ======                                  

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PRINCIPAL BALANCES OF THE GROUP I-2 MORTGAGE LOANS AT ORIGINATION 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
  360,000 - 400,000 ....     27   $ 10,305,956.13    14.16%      5.992%     719      82.25% 
  400,001 - 500,000 ....     57     25,767,999.73    35.40       6.117      726      79.17  
  500,001 - 600,000 ....     36     19,751,054.00    27.13       6.119      726      79.66  
  600,001 - 700,000 ....     22     14,053,152.29    19.31       6.117      731      77.00  
  800,001 - 900,000 ....      2      1,738,000.00     2.39       6.314      727      59.53  
1,000,001 - 1,176,500 ..      1      1,176,500.00     1.62       5.750      721      60.33  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

PRINCIPAL BALANCES OF THE GROUP I-2 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
  360,000 - 375,000 ....      9   $  3,289,117.10     4.52%      6.127%     706      83.68% 
  375,001 - 425,000 ....     36     14,486,555.16    19.90       6.050      721      80.99  
  425,001 - 525,000 ....     54     26,060,261.65    35.80       6.138      726      79.04  
  525,001 - 625,000 ....     29     16,884,406.91    23.20       6.092      731      79.43  
  625,001 - 725,000 ....     14      9,157,821.33    12.58       6.069      732      75.73  
  825,701 - 925,000 ....      2      1,738,000.00     2.39       6.314      727      59.53  
1,025,001 - 1,176,500 ..      1      1,176,500.00     1.62       5.750      721      60.33  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

MORTGAGE RATES OF THE GROUP I-2 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE RATE (%)      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
4.750 - 5.000 ..........      7   $  3,389,727.37     4.66%      4.913%     750      72.44% 
5.001 - 5.500 ..........     14      7,007,275.67     9.63       5.426      726      76.66  
5.501 - 6.000 ..........     44     22,692,779.10    31.17       5.819      723      78.31  
6.001 - 6.500 ..........     55     27,091,334.48    37.22       6.272      727      79.82  
6.501 - 7.000 ..........     19      8,839,098.01    12.14       6.739      723      80.71  
7.001 - 7.500 ..........      5      3,152,547.52     4.33       7.299      718      73.73  
7.501 - 7.625 ..........      1        619,900.00     0.85       7.625      748      80.00  
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

ORIGINAL TERM TO MATURITY OF THE GROUP I-2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
ORIGINAL TERM (MONTHS)    LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
----------------------    -----    ------------   ------------  --------    ----     -------
                                                                                            
360 - 360 ..............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

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REMAINING TERM OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
REMAINING TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
356 - 359 ..............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

LOAN-TO-VALUE RATIOS OF THE GROUP I-2 MORTGAGE LOANS AT ORIGINATION 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
57.44 - 60.00 ..........      5   $  3,296,017.02     4.53%      5.917%     750      59.18% 
60.01 - 65.00 ..........      3      2,268,499.79     3.12       6.098      720      61.43  
65.01 - 70.00 ..........      2      1,312,547.52     1.80       6.571      730      69.95  
70.01 - 75.00 ..........      4      2,274,418.46     3.12       5.537      701      74.19  
75.01 - 80.00 ..........    121     59,430,431.34    81.64       6.087      725      79.74  
85.01 - 90.00 ..........      7      3,070,767.09     4.22       6.542      720      89.56  
90.01 - 95.00 ..........      3      1,139,980.93     1.57       6.634      761      95.00  
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I-2 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
       COMBINED          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
57.44 - 60.00 ..........      4   $  2,426,017.02     3.33%      5.439%     767      58.88% 
60.01 - 65.00 ..........      2      1,618,499.80     2.22       5.887      700      60.50  
65.01 - 70.00 ..........      2      1,532,547.52     2.11       7.358      717      64.32  
70.01 - 75.00 ..........      3      1,625,844.64     2.23       5.552      723      74.97  
75.01 - 80.00 ..........     19      8,468,377.74    11.63       5.747      705      79.55  
80.01 - 85.00 ..........      1        566,400.00     0.78       6.000      690      80.00  
85.01 - 90.00 ..........     26     13,403,497.88    18.41       6.060      718      80.57  
90.01 - 95.00 ..........     24     11,940,206.83    16.40       6.029      724      80.62  
95.01 - 100.00 .........     64     31,211,270.72    42.88       6.268      736      79.93  
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

OCCUPANCY STATUS OF THE GROUP I-2 MORTGAGE LOANS(1) 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   OCCUPANCY STATUS       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
Owner Occupied .........    135   $ 67,865,482.32    93.23%      6.082%     726      78.51% 
Investor ...............      7      3,756,798.90     5.16       6.369      735      76.02  
Second Home ............      3      1,170,380.93     1.61       6.189      710      88.55  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

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

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MORTGAGED PROPERTY TYPES OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE PROPERTY      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Single Family ..........     98   $ 49,772,794.47    68.38%      6.110%     723      78.67% 
PUD ....................     33     16,000,390.86    21.98       6.028      731      77.98  
Condominium ............     13      6,369,476.83     8.75       6.133      735      80.52  
Two Family .............      1        649,999.99     0.89       6.625      772      63.74  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

LOAN PURPOSE OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     LOAN PURPOSE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Purchase ...............    116   $ 57,937,018.92    79.59%      6.151%     732      79.28% 
Cash Out Refinance .....     17      8,301,543.28    11.40       6.008      689      76.80  
Rate/Term Refinance ....     12      6,554,099.95     9.00       5.747      722      74.21  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

DOCUMENTATION TYPES OF THE GROUP I-2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   DOCUMENTATION TYPE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
Stated .................    112   $ 56,526,307.47    77.65%      6.209%     727      79.38% 
Full ...................     18      9,673,924.46    13.29       5.598      722      73.59  
Limited/Reduced ........      8      3,539,590.18     4.86       5.916      732      76.05  
No Documentation .......      7      3,052,840.04     4.19       5.848      712      81.57  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE GROUP I-2
MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       LOCATION           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       --------           -----    ------------   ------------  --------    ----     -------
                                                                                            
California .............     93   $ 47,303,883.50    64.98%      6.071%     731      78.36% 
Virginia ...............     11      6,058,790.99     8.32       6.058      722      74.56  
Maryland ...............      7      3,376,500.00     4.64       6.057      717      82.96  
Arizona ................      4      2,226,691.60     3.06       6.189      708      74.06  
Nevada .................      5      2,141,818.21     2.94       5.998      693      79.92  
New Jersey .............      3      1,626,400.00     2.23       5.985      743      80.00  
Washington .............      3      1,205,600.00     1.66       5.766      741      84.49  
Connecticut ............      2      1,024,957.35     1.41       6.308      698      80.00  
Colorado ...............      2      1,020,224.00     1.40       6.337      738      80.00  
Michigan ...............      2        932,000.00     1.28       6.418      698      80.00  
Florida ................      2        900,658.98     1.24       6.324      729      86.49  
Texas ..................      2        880,000.00     1.21       6.636      699      80.00  
Other ..................      9      4,095,137.52     5.63       6.312      712      79.17  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

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ORIGINAL INTEREST ONLY TERMS OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
         IO TERM         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        (MONTHS)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        --------          -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................     11   $  5,375,714.55     7.38%      5.643%     726      75.37% 
36 .....................     42     21,862,222.84    30.03       6.048      723      76.65  
120 ....................     92     45,554,724.76    62.58       6.177      728      79.83  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

 CREDIT SCORES OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     CREDIT SCORE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
627 - 649 ..............      5   $  2,244,566.34     3.08%      6.157%     641      75.34% 
650 - 674 ..............     13      6,115,982.35     8.40       6.088      661      80.40  
675 - 699 ..............     18      8,580,669.35    11.79       6.092      687      79.49  
700 - 724 ..............     30     16,448,568.57    22.60       6.122      710      77.71  
725 - 749 ..............     32     15,824,043.78    21.74       6.193      738      79.11  
750 - 774 ..............     33     16,742,191.92    23.00       6.029      760      77.61  
775 - 799 ..............      9      4,568,030.93     6.28       6.200      783      82.02  
800 - 807 ..............      5      2,268,608.91     3.12       5.570      802      75.12  
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

NEXT ADJUSTMENT DATES FOR THE GROUP I-2 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 NEXT ADJUSTMENT DATE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 --------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
August 2007 ............      1   $    650,000.00     0.89%      5.625%     726      69.89% 
September 2007 .........      1        499,999.82     0.69       5.750      687      76.92  
October 2007 ...........     10      5,082,499.99     6.98       6.244      735      79.91  
November 2007 ..........     15      7,437,200.00    10.22       6.140      730      79.97  
August 2008 ............      1        361,992.72     0.50       7.000      634      88.29  
September 2008 .........      2        904,000.00     1.24       6.303      707      80.00  
October 2008 ...........     84     40,410,184.51    55.51       6.061      725      79.25  
November 2008 ..........     31     17,446,785.11    23.97       6.124      729      75.99  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

GROSS MARGINS OF THE GROUP I-2 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   GROSS MARGIN (%)       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........     97   $ 48,462,324.30    66.58%      6.181%     722      79.32% 
2.501 - 3.000 ..........     48     24,330,337.85    33.42       5.935      734      77.00  
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

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MAXIMUM MORTGAGE RATES OF THE GROUP I-2 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MAXIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RATE (%)            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      --------            -----    ------------   ------------  --------    ----     -------
                                                                                            
10.625 - 11.000 ........     15   $  7,406,198.45    10.17%      5.396%     726      76.35% 
11.001 - 11.500 ........     19      9,378,002.67    12.88       5.647      731      78.95  
11.501 - 12.000 ........     41     20,574,225.12    28.26       5.914      725      78.81  
12.001 - 12.500 ........     52     25,820,607.48    35.47       6.311      725      79.45  
12.501 - 13.000 ........     15      7,561,080.91    10.39       6.791      731      79.16  
13.001 - 13.500 ........      3      2,052,547.52     2.82       7.331      715      68.29  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

MINIMUM MORTGAGE RATES OF THE GROUP I-2 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MINIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RATE (%)            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      --------            -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........     97   $ 48,462,324.30    66.58%      6.181%     722      79.32% 
2.501 - 3.000 ..........     48     24,330,337.85    33.42       5.935      734      77.00  
                          -----   ---------------   ------                                  
     Total .............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

INITIAL PERIODIC RATE CAPS OF THE GROUP I-2 MORTGAGE LOANS AS OF THE
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 INITIAL PERIODIC        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   RATE CAP (%)           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------           -----    ------------   ------------  --------    ----     -------
                                                                                            
2.000 ..................     27   $ 13,667,822.35    18.78%      6.096%     714      79.72% 
3.000 ..................     63     31,695,042.92    43.54       5.952      728      76.70  
5.000 ..................     55     27,429,796.88    37.68       6.269      730      80.09  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP I-2 MORTGAGE LOANS AS OF THE 
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  SUBSEQUENT PERIODIC    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE CAP (%)         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
1.000 ..................      93   $ 46,065,702.81    63.28%      6.175%     727      79.83%
2.000 ..................      52     26,726,959.34    36.72       5.968      724      76.33 
                           -----   ---------------   ------                                 
      Total ............     145   $ 72,792,662.15   100.00%      6.099%     726      78.54%
                           =====   ===============   ======                                 

 INDEX OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         INDEX            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         -----            -----    ------------   ------------  --------    ----     -------
                                                                                            
6 Month LIBOR ..........     93   $ 46,065,702.81    63.28%      6.175%     727      79.83% 
1 Year LIBOR ...........     52     26,726,959.34    36.72       5.968      724      76.33  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

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RATE ADJUSTMENT FREQUENCY OF THE GROUP I-2 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
     RATE ADJUSTMENT     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        FREQUENCY         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ---------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Semiannually ...........     93   $ 46,065,702.81    63.28%      6.175%     727      79.83% 
Annually ...............     52     26,726,959.34    36.72       5.968      724      76.33  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

PMI STATUS OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      PMI STATUS          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
Current LTV<=80 ........    135   $ 68,581,914.13    94.22%      6.070%     726      77.78% 
Lender Paid MI .........      6      2,616,774.38     3.59       6.719      737      90.47  
United Guaranty ........      3      1,231,980.92     1.69       6.115      747      93.05  
Radian .................      1        361,992.72     0.50       7.000      634      88.29  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

 PREPAYMENT PENALTY TERM OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY      MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         TERM             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         ----             -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................    131   $ 66,051,612.17    90.74%      6.089%     727      78.40% 
12 .....................      3      1,348,000.00     1.85       6.443      733      80.00  
36 .....................     11      5,393,049.98     7.41       6.129      708      80.00  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

             PREPAYMENT PENALTY TERM DESCRIPTION OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY      MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
  TERM DESCRIPTION        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
  ----------------        -----    ------------   ------------  --------    ----     -------
                                                                                            
No Prepay Penalty ......    131   $ 66,051,612.17    90.74%      6.089%     727      78.40% 
6 months interest                                                                           
  on 80% ...............     12      5,821,049.99     8.00       6.189      712      80.00  
1% on 80% of prepay ....      1        520,000.00     0.71       6.750      729      80.00  
2% on 80% of prepay ....      1        399,999.99     0.55       5.500      702      80.00  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

 ORIGINATORS OF THE GROUP I-2 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        ORIGINATOR        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ----------        -----    ------------   ------------  --------    ----     -------
                                                                                            
Green Point ............     67   $ 33,559,799.23    46.10%      6.182%     730      79.04% 
National City ..........     48     24,330,337.85    33.42       5.935      734      77.00  
PHH ....................     24     12,437,207.35    17.09       6.159      711      79.69  
Quicken ................      6      2,465,317.72     3.39       6.273      673      81.22  
                          -----   ---------------   ------                                  
      Total ............    145   $ 72,792,662.15   100.00%      6.099%     726      78.54% 
                          =====   ===============   ======                                  

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 PRINCIPAL BALANCES OF THE GROUP I-3 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
 40,000 -  50,000 ......     5   $    222,523.75     0.13%      6.931%     714      70.73%  
 50,001 -  75,000 ......    16      1,064,403.65     0.60       6.373      715      76.97   
 75,001 - 100,000 ......    52      4,618,450.33     2.60       6.316      745      72.05   
100,001 - 125,000 ......    80      8,997,766.26     5.07       6.403      727      77.85   
125,001 - 150,000 ......   101     13,955,888.33     7.87       6.225      723      78.26   
150,001 - 175,000 ......   103     16,700,353.35     9.42       6.244      730      78.42   
175,001 - 200,000 ......    97     18,252,770.54    10.29       6.134      724      78.43   
200,001 - 225,000 ......    64     13,680,943.82     7.72       6.104      728      76.95   
225,001 - 250,000 ......    85     20,291,004.46    11.44       6.184      719      78.83   
250,001 - 275,000 ......    79     20,670,344.59    11.66       6.092      722      77.54   
275,001 - 300,000 ......    68     19,525,140.47    11.01       6.011      718      77.40   
300,001 - 333,700 ......    59     18,521,806.06    10.45       6.164      714      80.08   
333,701 - 350,000 ......    36     12,336,567.34     6.96       6.127      719      78.79   
350,001 - 400,000 ......    20      7,145,521.45     4.03       6.174      709      75.45   
400,001 - 457,600 ......     3      1,316,800.00     0.74       6.086      772      80.00   
                         -----   ---------------   ------                                   
    Total ..............   868   $177,300,284.40   100.00%      6.161%     722      78.00%  
                         =====   ===============   ======                                   

 PRINCIPAL BALANCES OF THE GROUP I-3 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
 40,000 - 50,000 .......      5   $    222,523.75     0.13%      6.931%     714      70.73% 
 50,001 - 75,000 .......     16      1,064,403.65     0.60       6.373      715      76.97  
 75,001 - 100,000 ......     52      4,618,450.33     2.60       6.316      745      72.05  
100,001 - 125,000 ......     80      8,997,766.26     5.07       6.403      727      77.85  
125,001 - 150,000 ......    101     13,955,888.33     7.87       6.225      723      78.26  
150,001 - 175,000 ......    104     16,875,255.68     9.52       6.250      730      78.44  
175,001 - 200,000 ......     96     18,077,868.21    10.20       6.127      724      78.41  
200,001 - 225,000 ......     64     13,680,943.82     7.72       6.104      728      76.95  
225,001 - 250,000 ......     85     20,291,004.46    11.44       6.184      719      78.83  
250,001 - 275,000 ......     79     20,670,344.59    11.66       6.092      722      77.54  
275,001 - 300,000 ......     68     19,525,140.47    11.01       6.011      718      77.40  
300,001 - 325,000 ......     53     16,544,106.06     9.33       6.151      717      80.73  
325,001 - 358,700 ......     51     17,504,045.08     9.87       6.181      715      77.48  
358,701 - 375,000 ......     11      3,955,743.71     2.23       6.046      706      76.42  
375,001 - 425,000 ......      1        408,000.00     0.23       6.000      727      80.00  
425,001 - 457,600 ......      2        908,800.00     0.51       6.124      792      80.00  
                          -----   ---------------   ------                                  
    Total ..............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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 MORTGAGE RATES OF THE GROUP I-3 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE RATE (%)      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
4.775 - 5.000 ..........      3   $    480,690.24     0.27%      4.890%     743      87.26% 
5.001 - 5.500 ..........     64     14,344,875.47     8.09       5.420      736      75.75  
5.501 - 6.000 ..........    309     66,789,536.23    37.67       5.849      724      76.79  
6.001 - 6.500 ..........    289     59,348,144.46    33.47       6.301      720      77.67  
6.501 - 7.000 ..........    175     31,780,019.57    17.92       6.746      715      81.12  
7.001 - 7.500 ..........     26      4,141,706.43     2.34       7.266      729      84.09  
7.501 - 7.625 ..........      2        415,312.00     0.23       7.625      740      90.00  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

 ORIGINAL TERM TO MATURITY OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
ORIGINAL TERM (MONTHS)    LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
----------------------    -----    ------------   ------------  --------    ----     -------
                                                                                            
355 - 360 ..............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

REMAINING TERM OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
REMAINING TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
348 - 348 ..............      1   $    196,896.20     0.11%      5.000%     739      79.99% 
349 - 359 ..............    867    177,103,388.20    99.89       6.162      722      78.00  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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LOAN-TO-VALUE RATIOS OF THE GROUP I-3 MORTGAGE LOANS AT ORIGINATION 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
14.50 - 15.00 ..........      1   $    137,468.41     0.08%      5.875%     789      14.50% 
15.01 - 20.00 ..........      2        440,537.63     0.25       5.686      731      16.95  
20.01 - 25.00 ..........      2        170,000.00     0.10       6.110      795      23.24  
25.01 - 30.00 ..........      2        260,000.00     0.15       5.466      758      26.27  
30.01 - 35.00 ..........      5      1,021,008.55     0.58       5.891      781      32.47  
35.01 - 40.00 ..........      4        699,608.33     0.39       6.166      770      37.99  
40.01 - 45.00 ..........      7        683,796.95     0.39       6.438      727      41.89  
45.01 - 50.00 ..........     13      1,777,828.56     1.00       6.039      730      47.62  
50.01 - 55.00 ..........     14      2,800,952.47     1.58       6.108      706      53.24  
55.01 - 60.00 ..........     16      3,848,890.08     2.17       5.881      720      58.46  
60.01 - 65.00 ..........     17      3,796,393.66     2.14       5.966      714      63.00  
65.01 - 70.00 ..........     38      8,056,031.33     4.54       6.246      701      68.43  
70.01 - 75.00 ..........     44      9,433,863.64     5.32       6.146      723      73.53  
75.01 - 80.00 ..........    587    121,793,586.00    68.69       6.126      725      79.74  
80.01 - 85.00 ..........     15      2,705,897.09     1.53       6.323      714      84.55  
85.01 - 90.00 ..........     45      9,008,313.04     5.08       6.539      720      89.91  
90.01 - 95.00 ..........     39      7,330,894.47     4.13       6.494      695      94.89  
95.01 - 100.00 .........     17      3,335,214.19     1.88       6.218      738      99.66  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I-3 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
       COMBINED          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
14.50 - 15.00 ..........      1   $    137,468.41     0.08%      5.875%     789      14.50% 
15.01 - 20.00 ..........      1        156,500.00     0.09       6.250      703      18.97  
20.01 - 25.00 ..........      3        454,037.63     0.26       5.650      765      18.60  
25.01 - 30.00 ..........      2        260,000.00     0.15       5.466      758      26.27  
30.01 - 35.00 ..........      4        821,008.55     0.46       5.925      785      32.88  
35.01 - 40.00 ..........      4        699,608.33     0.39       6.166      770      37.99  
40.01 - 45.00 ..........      7        683,796.95     0.39       6.438      727      41.89  
45.01 - 50.00 ..........     11      1,414,828.56     0.80       6.077      743      47.47  
50.01 - 55.00 ..........     14      2,859,952.47     1.61       6.096      699      52.81  
55.01 - 60.00 ..........     15      3,682,090.08     2.08       5.893      718      58.39  
60.01 - 65.00 ..........     16      3,398,793.66     1.92       5.956      719      61.07  
65.01 - 70.00 ..........     33      7,042,460.82     3.97       6.247      705      68.41  
70.01 - 75.00 ..........     33      6,462,637.52     3.65       6.206      732      73.26  
75.01 - 80.00 ..........    222     45,463,339.34    25.64       6.127      717      79.29  
80.01 - 85.00 ..........     25      4,713,588.03     2.66       6.178      706      79.71  
85.01 - 90.00 ..........    122     25,498,777.78    14.38       6.245      726      82.89  
90.01 - 95.00 ..........    102     21,113,142.79    11.91       6.237      710      84.78  
95.01 - 100.00 .........    253     52,438,253.48    29.58       6.147      732      81.01  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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 OCCUPANCY STATUS OF THE GROUP I-3 MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   OCCUPANCY STATUS       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
Owner Occupied .........    628   $135,576,329.24    76.47%      6.108%     718      78.34% 
Investor ...............    198     33,920,763.91    19.13       6.344      740      76.09  
Second Home ............     42      7,803,191.25     4.40       6.290      717      80.57  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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

              MORTGAGED PROPERTY TYPES OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE PROPERTY      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Single Family ..........    483   $ 97,177,408.89    54.81%      6.183%     720      77.90% 
PUD ....................    180     38,250,566.60    21.57       6.073      726      77.21  
Condominium ............    179     36,499,995.32    20.59       6.157      724      79.23  
Two Family .............     16      3,151,758.23     1.78       6.479      737      78.61  
Three Family ...........      4        978,012.52     0.55       6.484      676      76.98  
Coop ...................      4        614,542.84     0.35       6.208      681      67.37  
Four Family ............      1        408,000.00     0.23       6.000      727      80.00  
Townhouse ..............      1        220,000.00     0.12       6.625      750      80.00  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

LOAN PURPOSE OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     LOAN PURPOSE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Purchase ...............    605   $121,427,639.79    68.49%      6.178%     730      80.65% 
Cash Out Refinance .....    175     38,553,807.61    21.74       6.147      703      71.33  
Rate/Term Refinance ....     88     17,318,837.00     9.77       6.074      713      74.34  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

             DOCUMENTATION TYPES OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   DOCUMENTATION TYPE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
Stated .................    411   $ 86,927,667.11    49.03%      6.295%     719      79.10% 
Full ...................    254     51,526,866.99    29.06       5.947      725      78.21  
Limited/Reduced ........    130     25,646,347.98    14.46       6.009      725      74.54  
No Documentation .......     73     13,199,402.32     7.44       6.412      726      76.68  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE GROUP I-3
MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       LOCATION           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       --------           -----    ------------   ------------  --------    ----     -------
                                                                                            
California .............    120   $ 31,640,175.07    17.85%      6.095%     722      75.11% 
Maryland ...............     79     16,698,096.83     9.42       6.096      717      78.07  
Virginia ...............     58     13,454,909.74     7.59       5.990      732      76.15  
Florida ................     73     13,255,587.16     7.48       6.410      720      80.85  
Arizona ................     60     11,678,463.65     6.59       6.261      726      76.88  
New Jersey .............     42      9,620,245.58     5.43       6.286      717      76.64  
Michigan ...............     58      9,187,823.31     5.18       6.305      709      80.62  
Illinois ...............     44      7,958,351.30     4.49       6.094      721      78.93  
Nevada .................     29      6,689,858.81     3.77       6.010      729      76.90  
Washington .............     32      6,378,632.59     3.60       5.953      721      79.64  
Minnesota ..............     30      6,167,249.29     3.48       6.151      733      80.26  
Pennsylvania ...........     21      4,340,361.33     2.45       6.345      742      83.25  
North Carolina .........     22      3,592,305.26     2.03       6.168      713      79.80  
Georgia ................     21      3,554,304.37     2.00       6.242      719      82.47  
Colorado ...............     14      3,143,182.09     1.77       6.070      739      81.45  
Oregon .................     16      3,061,754.92     1.73       6.361      738      78.44  
Ohio ...................     20      2,831,634.23     1.60       6.126      721      79.35  
Massachusetts ..........     11      2,746,013.05     1.55       5.993      723      71.73  
Utah ...................     12      2,286,586.62     1.29       6.489      737      81.51  
Texas ..................     13      2,073,962.44     1.17       6.038      710      79.29  
New York ...............      9      2,037,877.77     1.15       6.232      699      73.64  
Other ..................     84     14,902,908.99     8.41       6.156      718      78.67  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

ORIGINAL INTEREST ONLY TERMS OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
         IO TERM         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        (MONTHS)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        --------          -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................    158   $ 27,881,788.26    15.73%      6.123%     721      77.55% 
60 .....................    529    112,408,661.08    63.40       6.138      727      77.70  
120 ....................    181     37,009,835.06    20.87       6.259      707      79.29  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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 CREDIT SCORES OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     CREDIT SCORE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
596 - 599 ..............      1   $    163,557.52     0.09%      6.555%     596      80.00% 
600 - 624 ..............      7      1,357,727.46     0.77       6.326      621      84.32  
625 - 649 ..............     33      7,507,605.77     4.23       6.274      637      79.41  
650 - 674 ..............     85     18,560,679.35    10.47       6.118      663      77.91  
675 - 699 ..............    143     30,799,735.94    17.37       6.230      688      78.55  
700 - 724 ..............    158     30,984,883.58    17.48       6.185      712      77.51  
725 - 749 ..............    162     32,735,988.93    18.46       6.176      737      78.24  
750 - 774 ..............    163     33,233,817.87    18.74       6.096      762      79.21  
775 - 799 ..............     89     16,913,297.42     9.54       6.094      786      74.68  
800 - 819 ..............     27      5,042,990.56     2.84       6.084      806      75.86  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

NEXT ADJUSTMENT DATES FOR THE GROUP I-3 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 NEXT ADJUSTMENT DATE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 --------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
December 2009 ..........      1   $    196,896.20     0.11%      5.000%     739      79.99% 
May 2010 ...............      1        131,066.21     0.07       6.000      751      80.00  
July 2010 ..............      7      1,244,125.08     0.70       5.788      727      86.70  
August 2010 ............      5        863,252.10     0.49       5.750      715      82.25  
September 2010 .........    243     51,113,653.30    28.83       6.022      728      75.54  
October 2010 ...........    397     80,001,759.20    45.12       6.230      722      79.07  
November 2010 ..........    214     43,749,532.31    24.68       6.223      716      78.59  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

GROSS MARGINS OF THE GROUP I-3 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   GROSS MARGIN (%)       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    464   $ 92,824,515.61    52.35%      6.242%     712      79.20% 
2.501 - 2.750 ..........    404     84,475,768.79    47.65       6.072      734      76.70  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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 MAXIMUM MORTGAGE RATES OF THE GROUP I-3 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MAXIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE (%)             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     --------             -----    ------------   ------------  --------    ----     -------
                                                                                            
 9.775 - 10.000 ........      3   $    480,690.24     0.27%      4.890%     743      87.26% 
10.001 - 10.500 ........     64     14,344,875.47     8.09       5.420      736      75.75  
10.501 - 11.000 ........    309     66,789,536.23    37.67       5.849      724      76.79  
11.001 - 11.500 ........    289     59,348,144.46    33.47       6.301      720      77.67  
11.501 - 12.000 ........    175     31,780,019.57    17.92       6.746      715      81.12  
12.001 - 12.500 ........     26      4,141,706.43     2.34       7.266      729      84.09  
12.501 - 12.625 ........      2        415,312.00     0.23       7.625      740      90.00  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

 MINIMUM MORTGAGE RATES OF THE GROUP I-3 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MINIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE (%)             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     --------             -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    464   $ 92,824,515.61    52.35%      6.242%     712      79.20% 
2.501 - 2.750 ..........    404     84,475,768.79    47.65       6.072      734      76.70  
                          -----   ---------------   ------                                  
     Total .............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

INITIAL PERIODIC RATE CAPS OF THE GROUP I-3 MORTGAGE LOANS AS OF THE
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 INITIAL PERIODIC        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   RATE CAP (%)           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------           -----    ------------   ------------  --------    ----     -------
                                                                                            
2.000 ..................      4   $    589,322.67     0.33%      6.241%     702      90.74% 
5.000 ..................    864    176,710,961.73    99.67       6.161      722      77.96  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP I-3 MORTGAGE LOANS AS OF THE 
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  SUBSEQUENT PERIODIC    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE CAP (%)         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
1.000 ..................    197   $ 40,755,518.66    22.99%      6.292%     712      79.29% 
2.000 ..................    671    136,544,765.74    77.01       6.122      725      77.62  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

 INDEX OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         INDEX            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         -----            -----    ------------   ------------  --------    ----     -------
                                                                                            
1 Year LIBOR ...........    671   $136,544,765.74    77.01%      6.122%     725      77.62% 
6 Month LIBOR ..........    197     40,755,518.66    22.99       6.292      712      79.29  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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 RATE ADJUSTMENT FREQUENCY OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
     RATE ADJUSTMENT     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        FREQUENCY         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ---------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Annually ...............    671   $136,544,765.74    77.01%      6.122%     725      77.62% 
Semiannually ...........    197     40,755,518.66    22.99       6.292      712      79.29  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

PMI STATUS OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      PMI STATUS          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
Current LTV<=80 ........    752   $154,919,965.61    87.38%      6.119%     723      75.93% 
United Guaranty ........     34      6,159,705.11     3.47       6.407      738      93.99  
Radian .................     25      4,958,606.12     2.80       6.576      691      92.84  
Lender Paid MI .........     17      3,751,275.25     2.12       6.811      728      89.63  
RMIC ...................     17      3,397,603.41     1.92       6.285      703      91.10  
PMI ....................     12      1,984,820.43     1.12       6.279      695      91.35  
MGIC ...................      4        930,794.57     0.52       5.657      679      94.47  
Gemcio .................      5        871,111.88     0.49       6.609      724      92.67  
Other ..................      2        326,402.02     0.18       5.820      741      97.16  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

 PREPAYMENT PENALTY TERM OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY      MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
          TERM            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
          ----            -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................    853   $173,809,084.40    98.03%      6.157%     723      78.01% 
12 .....................      3        802,800.00     0.45       6.695      731      80.00  
36 .....................     12      2,688,400.00     1.52       6.270      695      77.08  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

 PREPAYMENT PENALTY TERM DESCRIPTION OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY      MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
  TERM DESCRIPTION        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
  ----------------        -----    ------------   ------------  --------    ----     -------
                                                                                            
No Prepay Penalty ......    853   $173,809,084.40    98.03%      6.157%     723      78.01% 
6 months interest                                                                           
  on 80% ...............     11      2,628,500.00     1.48       6.403      709      77.55  
2% on 80% of prepay ....      2        373,700.00     0.21       6.126      682      79.49  
1% on 80% of prepay ....      1        272,000.00     0.15       6.750      681      80.00  
1% on 100% of prepay ...      1        217,000.00     0.12       5.875      705      74.32  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  


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 ORIGINATORS OF THE GROUP I-3 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        ORIGINATOR        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ----------        -----    ------------   ------------  --------    ----     -------
                                                                                            
National City ..........    464   $ 97,044,008.34    54.73%      6.037%     731      76.69% 
PHH ....................    279     56,551,111.36    31.90       6.295      718      79.45  
Quicken ................     90     15,101,338.55     8.52       6.328      693      81.17  
Greenpoint .............     35      8,603,826.15     4.85       6.388      710      77.72  
                          -----   ---------------   ------                                  
      Total ............    868   $177,300,284.40   100.00%      6.161%     722      78.00% 
                          =====   ===============   ======                                  

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 PRINCIPAL BALANCES OF THE GROUP I-4 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
360,000 - 400,000 ......     40   $ 15,025,282.31    16.89%      6.114%     705      75.78% 
400,001 - 500,000 ......     74     33,620,629.23    37.79       6.219      717      78.80  
500,001 - 600,000 ......     36     19,808,017.55    22.26       6.159      718      77.36  
600,001 - 700,000 ......     23     14,659,894.83    16.48       6.152      707      75.05  
700,001 - 800,000 ......      4      2,978,296.25     3.35       6.096      680      76.33  
800,001 - 900,000 ......      1        880,000.00     0.99       6.375      745      80.00  
900,001 - 999,999 ......      2      1,999,898.16     2.25       5.687      683      64.08  
                          -----   ---------------   ------                                  
    Total ..............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 PRINCIPAL BALANCES OF THE GROUP I-4 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
115,906 - 133,700 ......      1   $    115,906.00     0.13%      6.500%     785      80.00% 
358,701 - 375,000 ......     13      4,743,322.73     5.33       6.163      696      78.67  
375,001 - 425,000 ......     43     17,230,946.73    19.37       6.185      712      76.51  
425,001 - 525,000 ......     66     31,220,721.11    35.09       6.173      715      77.97  
525,001 - 625,000 ......     34     19,426,832.52    21.83       6.176      723      77.63  
625,001 - 725,000 ......     17     11,088,094.83    12.46       6.123      703      75.16  
725,001 - 825,000 ......      3      2,266,296.25     2.55       6.245      664      75.60  
825,001 - 925,000 ......      1        880,000.00     0.99       6.375      745      80.00  
925,001 - 999,998 ......      2      1,999,898.16     2.25       5.687      683      64.08  
                          -----   ---------------   ------                                  
    Total ..............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 MORTGAGE RATES OF THE GROUP I-4 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE RATE (%)      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
5.000 - 5.000 ..........      1   $    650,000.00     0.73%      5.000%     620      62.80% 
5.001 - 5.500 ..........     12      6,500,617.45     7.31       5.419      706      67.76  
5.501 - 6.000 ..........     61     29,671,579.97    33.35       5.876      721      76.77  
6.001 - 6.500 ..........     80     39,960,182.25    44.91       6.315      709      78.04  
6.501 - 7.000 ..........     23     10,635,956.32    11.95       6.722      713      78.30  
7.001 - 7.500 ..........      2        906,623.34     1.02       7.375      698      85.46  
7.501 - 7.625 ..........      1        647,059.00     0.73       7.625      665      90.00  
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 ORIGINAL TERM TO MATURITY OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
ORIGINAL TERM (MONTHS)    LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
----------------------    -----    ------------   ------------  --------    ----     -------
                                                                                            
360 - 360 ..............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

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REMAINING TERM OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
REMAINING TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
354 - 359 ..............     180   $ 88,972,018.33   100.00%      6.163%     712      76.95%
                           -----   ---------------   ------                                 
     Total .............     180   $ 88,972,018.33   100.00%      6.163%     712      76.95%
                           =====   ===============   ======                                 

 LOAN-TO-VALUE RATIOS OF THE GROUP I-4 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
43.39 - 45.00 ..........      2   $    922,990.81     1.04%      5.554%     724      43.84% 
50.01 - 55.00 ..........      3      1,485,250.00     1.67       5.859      708      52.50  
55.01 - 60.00 ..........      6      2,709,200.00     3.05       6.142      706      58.47  
60.01 - 65.00 ..........      6      4,068,937.77     4.57       5.732      675      63.86  
65.01 - 70.00 ..........      9      4,936,933.09     5.55       6.071      700      67.72  
70.01 - 75.00 ..........     13      6,324,293.20     7.11       6.148      696      73.52  
75.01 - 80.00 ..........    130     63,595,170.02    71.48       6.176      718      79.60  
85.01 - 90.00 ..........      9      4,050,892.44     4.55       6.704      696      90.00  
90.01 - 95.00 ..........      2        878,351.00     0.99       6.551      699      95.00  
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I-4 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
       COMBINED          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
43.39 - 45.00 ..........      2   $    922,990.81     1.04%      5.554%     724      43.84% 
50.01 - 55.00 ..........      3      1,485,250.00     1.67       5.859      708      52.50  
55.01 - 60.00 ..........      6      2,709,200.00     3.05       6.142      706      58.47  
60.01 - 65.00 ..........      5      3,419,898.16     3.84       5.610      678      63.64  
65.01 - 70.00 ..........      6      3,416,037.98     3.84       6.131      691      67.55  
70.01 - 75.00 ..........     13      6,325,115.69     7.11       6.182      693      72.22  
75.01 - 80.00 ..........     55     27,261,329.35    30.64       6.142      707      79.04  
85.01 - 90.00 ..........     32     16,407,348.64    18.44       6.210      709      81.55  
90.01 - 95.00 ..........     22     10,113,351.64    11.37       6.210      719      81.30  
95.01 - 100.00 .........     36     16,911,496.06    19.01       6.295      736      79.79  
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 OCCUPANCY STATUS OF THE GROUP I-4 MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   OCCUPANCY STATUS       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
Owner Occupied .........    164   $ 81,455,670.80    91.55%      6.154%     712      77.12% 
Investor ...............     11      5,044,259.29     5.67       6.411      719      75.03  
Second Home ............      5      2,472,088.24     2.78       5.925      699      75.28  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

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

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MORTGAGED PROPERTY TYPES OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE PROPERTY      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Single Family ..........    114   $ 56,289,932.37    63.27%      6.147%     705      76.22% 
PUD ....................     39     18,988,218.64    21.34       6.176      722      78.78  
Condominium ............     20      9,831,328.06    11.05       6.109      728      76.67  
Two Family .............      5      2,870,514.26     3.23       6.400      726      77.56  
Three Family ...........      1        580,000.00     0.65       6.500      753      80.00  
Townhouse ..............      1        412,025.00     0.46       6.875      644      90.00  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

LOAN PURPOSE OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     LOAN PURPOSE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Purchase ...............     107   $ 51,514,317.17    57.90%      6.235%     723      80.31%
Cash Out Refinance .....      60     31,034,154.78    34.88       6.057      692      72.00 
Rate/Term Refinance ....      13      6,423,546.38     7.22       6.090      717      73.89 
                           -----   ---------------   ------                                 
      Total ............     180   $ 88,972,018.33   100.00%      6.163%     712      76.95%
                           =====   ===============   ======                                 

 DOCUMENTATION TYPES OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   DOCUMENTATION TYPE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
Stated .................    142   $ 71,134,654.65    79.95%      6.209%     711      77.46% 
Full ...................     17      7,445,785.31     8.37       5.923      717      75.00  
Limited/Reduced ........     14      7,042,354.62     7.92       5.697      723      73.56  
No Documentation .......      7      3,349,223.75     3.76       6.696      700      77.56  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE GROUP I-4
MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       LOCATION           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       --------           -----    ------------   ------------  --------    ----     -------
                                                                                            
California .............    100   $ 51,306,225.74    57.67%      6.167%     713      76.56% 
Virginia ...............     15      7,528,823.15     8.46       6.157      696      79.17  
Maryland ...............     16      7,051,916.69     7.93       6.190      732      75.64  
Florida ................      7      3,295,479.35     3.70       6.484      683      80.34  
Nevada .................      6      2,811,990.08     3.16       5.893      729      77.39  
New Jersey .............      6      2,501,833.47     2.81       6.334      707      78.22  
Massachusetts ..........      4      2,180,014.76     2.45       5.988      701      75.93  
Minnesota ..............      4      1,981,248.07     2.23       6.052      675      73.59  
Illinois ...............      3      1,779,396.98     2.00       6.819      718      79.75  
Arizona ................      4      1,737,200.00     1.95       6.195      711      79.73  
Washington .............      3      1,279,996.88     1.44       5.916      746      76.89  
District of Columbia ...      3      1,252,090.92     1.41       6.029      758      79.97  
Hawaii .................      2      1,199,731.00     1.35       5.458      695      70.29  
Other ..................      7      3,066,071.24     3.45       6.036      713      76.98  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

ORIGINAL INTEREST ONLY TERMS OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
         IO TERM         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        (MONTHS)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        --------          -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................     16   $  7,691,167.75     8.64%      6.273%     717      74.70% 
60 .....................    134     67,077,835.53    75.39       6.157      713      77.12  
120 ....................     30     14,203,015.05    15.96       6.129      706      77.38  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 CREDIT SCORES OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     CREDIT SCORE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
620 - 624 ..............      1   $    650,000.00     0.73%      5.000%     620      62.80% 
625 - 649 ..............     13      6,949,969.41     7.81       6.144      641      74.19  
650 - 674 ..............     18      8,954,526.04    10.06       6.277      664      76.09  
675 - 699 ..............     41     19,732,780.76    22.18       6.171      688      78.11  
700 - 724 ..............     41     20,528,689.85    23.07       6.175      711      77.32  
725 - 749 ..............     25     12,550,107.40    14.11       6.228      736      75.47  
750 - 774 ..............     23     10,978,408.35    12.34       6.121      760      79.23  
775 - 799 ..............     16      7,749,139.46     8.71       6.017      785      76.49  
800 - 813 ..............      2        878,397.06     0.99       6.399      807      80.00  
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

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NEXT ADJUSTMENT DATES FOR THE GROUP I-4 MORTGAGE LOANS AS OF THE CUT-OFF DATE 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 NEXT ADJUSTMENT DATE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 --------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
June 2010 ..............      2   $    973,290.08     1.09%      5.940%     734      84.78% 
July 2010 ..............      2        777,600.00     0.87       5.812      695      80.00  
September 2010 .........      4      2,234,000.00     2.51       5.747      708      75.00  
October 2010 ...........    105     52,867,988.55    59.42       6.131      710      76.28  
November 2010 ..........     67     32,119,139.70    36.10       6.259      714      77.88  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

GROSS MARGINS OF THE GROUP I-4 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   GROSS MARGIN (%)       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    128   $ 64,863,818.25    72.90%      6.182%     708      77.08% 
2.501 - 2.750 ..........     52     24,108,200.08    27.10       6.111      723      76.59  
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 MAXIMUM MORTGAGE RATES OF THE GROUP I-4 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MAXIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE (%)             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     --------             -----    ------------   ------------  --------    ----     -------
                                                                                            
10.000 - 10.001 ........      1   $    650,000.00     0.73%      5.000%     620      62.80% 
10.001 - 10.500 ........     12      6,500,617.45     7.31       5.419      706      67.76  
10.501 - 11.000 ........     61     29,671,579.97    33.35       5.876      721      76.77  
11.001 - 11.500 ........     80     39,960,182.25    44.91       6.315      709      78.04  
11.501 - 12.000 ........     23     10,635,956.32    11.95       6.722      713      78.30  
12.001 - 12.500 ........      2        906,623.34     1.02       7.375      698      85.46  
12.501 - 12.625 ........      1        647,059.00     0.73       7.625      665      90.00  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 MINIMUM MORTGAGE RATES OF THE GROUP I-4 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MINIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE (%)             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     --------             -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    128   $ 64,863,818.25    72.90%      6.182%     708      77.08% 
2.501 - 2.750 ..........     52     24,108,200.08    27.10       6.111      723      76.59  
                          -----   ---------------   ------                                  
     Total .............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

INITIAL PERIODIC RATE CAPS OF THE GROUP I-4 MORTGAGE LOANS AS OF THE
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                       % OF                                  
                                      AGGREGATE      AGGREGATE                               
                                      PRINCIPAL      PRINCIPAL                               
                           NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                            OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 INITIAL PERIODIC RATE    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        CAP (%)            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
------------------------   -----    ------------   ------------  --------    ----     -------
                                                                                             
5.000 ..................     180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                           -----   ---------------   ------                                  
      Total ............     180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                           =====   ===============   ======                                  

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SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP I-4 MORTGAGE LOANS AS OF THE 
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  SUBSEQUENT PERIODIC    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE CAP (%)         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
1.000 ..................     44   $ 21,334,300.27    23.98%      6.231%     708      78.03% 
2.000 ..................    136     67,637,718.06    76.02       6.141      713      76.61  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 INDEX OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         INDEX            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         -----            -----    ------------   ------------  --------    ----     -------
                                                                                            
1 Year LIBOR ...........    136   $ 67,637,718.06    76.02%      6.141%     713      76.61% 
6 Month LIBOR ..........     44     21,334,300.27    23.98       6.231      708      78.03  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

RATE ADJUSTMENT FREQUENCY OF THE GROUP I-4 MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
     RATE ADJUSTMENT     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        FREQUENCY         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ---------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Annually ...............    136   $ 67,637,718.06    76.02%      6.141%     713      76.61% 
Semiannually ...........     44     21,334,300.27    23.98       6.231      708      78.03  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

PMI STATUS OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      PMI STATUS          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
Current LTV<=80 ........    169   $ 84,042,774.89    94.46%      6.132%     713      76.13% 
Lender Paid MI .........      4      1,970,909.00     2.22       6.794      697      91.27  
United Guaranty ........      3      1,272,500.00     1.43       6.418      716      90.00  
RMIC ...................      2        906,648.34     1.02       7.148      672      90.00  
PMI ....................      1        399,585.10     0.45       6.375      698      90.00  
Radian .................      1        379,601.00     0.43       6.125      681      95.00  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

 PREPAYMENT PENALTY TERM OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                       % OF                                  
                                      AGGREGATE      AGGREGATE                               
                                      PRINCIPAL      PRINCIPAL                               
                           NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                            OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY       MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        TERM               LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
------------------------   -----    ------------   ------------  --------    ----     -------
                                                                                             
None ...................     175   $ 86,712,018.33    97.46%      6.163%     712      76.87% 
36 .....................       5      2,260,000.00     2.54       6.149      707      80.00  
                           -----   ---------------   ------                                  
      Total ............     180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                           =====   ===============   ======                                  

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 PREPAYMENT PENALTY TERM DESCRIPTION OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                       % OF                                   
                                       AGGREGATE     AGGREGATE                                
                                       PRINCIPAL     PRINCIPAL                                
                            NUMBER      BALANCE       BALANCE     WEIGHTED            WEIGHTED
                             OF       OUTSTANDING   OUTSTANDING    AVERAGE  WEIGHTED  AVERAGE 
 PREPAYMENT PENALTY TERM   MORTGAGE    AS OF THE     AS OF THE    MORTGAGE  AVERAGE   ORIGINAL
       DESCRIPTION          LOANS    CUT-OFF DATE  CUT-OFF DATE   RATE (%)    FICO     LTV (%)
       -----------          -----    ------------  ------------   --------    ----     -------
                                                                                              
No Prepay Penalty ......    175   $ 86,712,018.33   97.46%       6.163%     712      76.87%   
6 months interest                                                                             
 on 80% ................      3      1,368,000.00    1.54        6.207      723      80.00    
2% on 80% of prepay ....      2        892,000.00    1.00        6.061      683      80.00    
                          -----   ---------------  ------                                     
      Total ............    180   $ 88,972,018.33  100.00%       6.163%     712      76.95%   
                          =====   ===============  ======                                     

 ORIGINATORS OF THE GROUP I-4 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        ORIGINATOR        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ----------        -----    ------------   ------------  --------    ----     -------
                                                                                            
PHH ....................    103   $ 52,818,103.20    59.36%      6.186%     708      77.02% 
National City ..........     52     24,108,200.08    27.10       6.111      723      76.59  
Green Point ............     20      9,461,490.05    10.63       6.209      715      79.55  
Quicken ................      5      2,584,225.00     2.90       5.992      666      69.40  
                          -----   ---------------   ------                                  
      Total ............    180   $ 88,972,018.33   100.00%      6.163%     712      76.95% 
                          =====   ===============   ======                                  

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 PRINCIPAL BALANCES OF THE GROUP I-5 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
   30,000 -  50,000 ....      2   $     74,400.00     0.07%      6.899%     693      74.63% 
   50,001 -  75,000 ....      2        134,552.42     0.12       6.293      702      51.55  
   75,001 - 100,000 ....     10        916,323.92     0.84       6.148      744      71.41  
  100,001 - 125,000 ....     25      2,836,233.94     2.60       6.190      744      78.16  
  125,001 - 150,000 ....     30      4,049,610.57     3.72       6.419      728      76.42  
  150,001 - 175,000 ....     22      3,584,302.62     3.29       6.214      729      76.06  
  175,001 - 200,000 ....     40      7,547,752.08     6.93       6.102      726      73.87  
  200,001 - 225,000 ....     19      4,048,901.40     3.72       6.323      724      80.39  
  225,001 - 250,000 ....     30      7,151,374.20     6.56       6.193      732      77.51  
  250,001 - 275,000 ....     36      9,447,263.71     8.67       6.250      738      79.73  
  275,001 - 300,000 ....     24      6,960,828.67     6.39       6.154      708      78.36  
  300,001 - 333,700 ....     20      6,345,697.49     5.82       6.120      727      76.48  
  333,701 - 350,000 ....      9      3,089,346.21     2.84       6.026      708      75.52  
  350,001 - 400,000 ....     33     12,172,311.12    11.17       6.092      734      79.22  
  400,001 - 500,000 ....     29     13,109,667.50    12.03       6.263      721      75.16  
  500,001 - 600,000 ....     23     12,458,217.48    11.44       6.123      714      77.85  
  600,001 - 700,000 ....     11      7,120,242.75     6.54       6.314      716      79.11  
  700,001 - 800,000 ....      2      1,465,960.00     1.35       6.305      699      74.77  
  800,001 - 900,000 ....      3      2,528,492.97     2.32       6.467      709      53.06  
  900,001 - 1,000,000 ..      1        905,150.27     0.83       7.500      722      70.00  
1,000,001 - 1,500,000 ..      2      2,995,508.04     2.75       6.293      705      65.79  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 PRINCIPAL BALANCES OF THE GROUP I-5 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      RANGES ($)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
   30,000 - 50,000 .....      2   $     74,400.00     0.07%      6.899%     693      74.63% 
   50,001 - 75,000 .....      2        134,552.42     0.12       6.293      702      51.55  
   75,001 - 100,000 ....     11      1,007,125.48     0.92       6.180      748      71.73  
  100,001 - 125,000 ....     25      2,836,233.94     2.60       6.190      744      78.16  
  125,001 - 150,000 ....     30      4,049,610.57     3.72       6.419      728      76.42  
  150,001 - 175,000 ....     22      3,584,302.62     3.29       6.214      729      76.06  
  175,001 - 200,000 ....     40      7,547,752.08     6.93       6.102      726      73.87  
  200,001 - 225,000 ....     19      4,048,901.40     3.72       6.323      724      80.39  
  225,001 - 250,000 ....     30      7,151,374.20     6.56       6.193      732      77.51  
  250,001 - 275,000 ....     36      9,447,263.71     8.67       6.250      738      79.73  
  275,001 - 300,000 ....     24      6,960,828.67     6.39       6.154      708      78.36  
  300,001 - 325,000 ....     15      4,693,285.96     4.31       6.197      726      77.64  
  325,001 - 358,700 ....     22      7,586,939.78     6.96       6.035      721      76.08  
  358,701 - 375,000 ....      7      2,558,966.34     2.35       5.999      738      75.37  
  375,001 - 425,000 ....     23      9,156,530.81     8.40       6.151      727      80.23  
  425,001 - 525,000 ....     30     14,246,447.87    13.08       6.214      719      75.92  
  525,001 - 625,000 ....     18     10,064,146.98     9.24       6.210      720      77.34  
  625,001 - 725,000 ....     10      6,614,323.25     6.07       6.222      712      79.05  
  725,001 - 825,000 ....      2      1,553,492.97     1.43       6.414      700      50.34  
  825,001 - 925,000 ....      3      2,630,150.27     2.41       6.863      717      65.26  
1,025,001 - 1,498,633 ..      2      2,995,508.04     2.75       6.293      705      65.79  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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 MORTGAGE RATES OF THE GROUP I-5 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE RATE (%)      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
5.125 - 5.500 ..........     22   $  6,567,045.34     6.03%      5.436%     754      74.50% 
5.501 - 6.000 ..........    127     35,078,059.51    32.20       5.844      730      76.92  
6.001 - 6.500 ..........    148     44,977,665.57    41.29       6.297      716      75.73  
6.501 - 7.000 ..........     63     18,444,467.67    16.93       6.733      719      76.75  
7.001 - 7.500 ..........      8      2,908,450.27     2.67       7.300      729      80.75  
7.501 - 8.000 ..........      4        819,500.00     0.75       7.692      727      80.45  
8.001 - 8.125 ..........      1        146,949.00     0.13       8.125      706      90.00  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 ORIGINAL TERM TO MATURITY OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
ORIGINAL TERM (MONTHS)    LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
----------------------    -----    ------------   ------------  --------    ----     -------
                                                                                            
180 - 240 ..............      1   $    159,200.00     0.15%      6.250%     752      80.00% 
241 - 360 ..............    372    108,782,937.36    99.85       6.213      723      76.40  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

REMAINING TERM OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
REMAINING TERM (MONTHS)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
179 - 180 ..............      1   $    159,200.00     0.15%      6.250%     752      80.00% 
325 - 336 ..............      1        184,667.77     0.17       5.125      701      74.05  
349 - 359 ..............    371    108,598,269.59    99.68       6.214      724      76.40  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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 LOAN-TO-VALUE RATIOS OF THE GROUP I-5 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
28.87 - 30.00 ..........      1   $     74,870.49     0.07%      6.750%     679      28.87% 
30.01 - 35.00 ..........      3      1,064,492.97     0.98       6.201      718      32.37  
35.01 - 40.00 ..........      2        399,561.17     0.37       6.001      715      36.57  
40.01 - 45.00 ..........      1        200,000.00     0.18       6.460      703      44.44  
45.01 - 50.00 ..........      8      1,441,838.19     1.32       5.997      747      48.52  
50.01 - 55.00 ..........      4      1,099,750.41     1.01       6.273      707      52.01  
55.01 - 60.00 ..........     13      5,001,015.23     4.59       6.248      728      57.61  
60.01 - 65.00 ..........     10      3,887,549.92     3.57       6.301      717      62.66  
65.01 - 70.00 ..........     16      5,058,210.75     4.64       6.488      708      68.40  
70.01 - 75.00 ..........     41     13,293,876.59    12.20       6.184      720      73.83  
75.01 - 80.00 ..........    231     67,684,924.83    62.13       6.154      725      79.64  
80.01 - 85.00 ..........      7      1,388,730.45     1.27       6.267      727      83.61  
85.01 - 90.00 ..........     22      4,878,768.50     4.48       6.578      718      89.75  
90.01 - 95.00 ..........     10      2,636,795.41     2.42       6.371      722      94.70  
95.01 - 100.00 .........      4        831,752.45     0.76       6.722      747     100.00  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I-5 MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
       COMBINED          MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
LOAN-TO-VALUE RATIO (%)   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
28.87 - 30.00 ..........      1   $     74,870.49     0.07%      6.750%     679      28.87% 
30.01 - 35.00 ..........      3      1,064,492.97     0.98       6.201      718      32.37  
35.01 - 40.00 ..........      2        399,561.17     0.37       6.001      715      36.57  
40.01 - 45.00 ..........      1        200,000.00     0.18       6.460      703      44.44  
45.01 - 50.00 ..........      8      1,441,838.19     1.32       5.997      747      48.52  
50.01 - 55.00 ..........      3        789,750.41     0.72       6.037      710      52.15  
55.01 - 60.00 ..........     10      2,761,381.83     2.53       6.288      747      57.77  
60.01 - 65.00 ..........      8      2,933,749.92     2.69       6.158      707      62.14  
65.01 - 70.00 ..........     12      3,519,368.48     3.23       6.505      712      68.22  
70.01 - 75.00 ..........     30      8,771,686.29     8.05       6.116      724      72.87  
75.01 - 80.00 ..........     96     30,658,396.91    28.14       6.224      716      77.69  
80.01 - 85.00 ..........     17      3,991,408.40     3.66       6.153      697      77.31  
85.01 - 90.00 ..........     65     19,627,220.98    18.02       6.238      727      80.51  
90.01 - 95.00 ..........     28      8,139,579.67     7.47       6.177      715      84.09  
95.01 - 100.00 .........     89     24,568,831.65    22.55       6.208      738      80.43  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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 OCCUPANCY STATUS OF THE GROUP I-5 MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   OCCUPANCY STATUS       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
Owner Occupied .........    272   $ 88,439,365.31    81.18%      6.183%     721      76.25% 
Investor ...............     85     16,161,485.21    14.83       6.382      737      76.43  
Second Home ............     16      4,341,286.84     3.98       6.175      723      79.34  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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

MORTGAGED PROPERTY TYPES OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   MORTGAGE PROPERTY      LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   -----------------      -----    ------------   ------------  --------    ----     -------
                                                                                            
Single Family ..........    219   $ 66,166,843.39    60.74%      6.225%     721      76.34% 
PUD ....................     83     24,243,756.68    22.25       6.162      732      77.78  
Condominium ............     57     15,136,050.43    13.89       6.165      716      75.56  
Two Family .............     10      2,256,854.17     2.07       6.527      749      73.48  
Coop ...................      2        816,512.69     0.75       6.521      758      64.28  
Four Family ............      2        322,120.00     0.30       6.723      777      76.31  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

LOAN PURPOSE OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     LOAN PURPOSE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Purchase ...............     235   $ 66,894,172.42    61.40%      6.216%     729      78.78%
Cash Out Refinance .....      97     30,411,530.23    27.92       6.234      715      72.08 
Rate/Term Refinance ....      41     11,636,434.71    10.68       6.137      716      74.01 
                           -----   ---------------   ------                                 
      Total ............     373   $108,942,137.36   100.00%      6.213%     724      76.40%
                           =====   ===============   ======                                 

 DOCUMENTATION TYPES OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   DOCUMENTATION TYPE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
Stated .................    184   $ 58,014,765.27    53.25%      6.374%     714      77.48% 
Full ...................    114     31,173,739.68    28.61       5.928      739      76.93  
Limited/Reduced ........     52     12,128,389.30    11.13       5.964      736      75.60  
No Documentation .......     23      7,625,243.11     7.00       6.542      716      67.35  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE GROUP I-5
MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
       LOCATION           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
       --------           -----    ------------   ------------  --------    ----     -------
                                                                                            
California .............     83   $ 34,854,349.92    31.99%      6.176%     715      75.59% 
Virginia ...............     47     13,742,787.14    12.61       6.038      730      77.67  
Maryland ...............     31      7,739,194.80     7.10       6.144      716      76.73  
Florida ................     25      6,786,943.40     6.23       6.315      720      77.18  
Illinois ...............     18      5,730,957.93     5.26       6.428      717      75.15  
Nevada .................     21      5,041,310.20     4.63       6.224      723      77.00  
Arizona ................     17      4,471,586.54     4.10       6.580      735      75.84  
New York ...............     11      3,991,247.83     3.66       6.338      711      64.37  
Washington .............     15      3,680,137.76     3.38       5.972      728      82.86  
New Jersey .............     10      2,609,714.87     2.40       6.456      717      76.95  
Ohio ...................     15      2,431,750.64     2.23       5.957      742      78.53  
Colorado ...............      8      1,815,718.06     1.67       6.117      717      78.75  
Minnesota ..............      6      1,800,187.00     1.65       6.415      724      80.00  
Pennsylvania ...........      9      1,577,559.02     1.45       6.154      725      77.27  
Missouri ...............      9      1,364,558.00     1.25       6.104      756      78.26  
Massachusetts ..........      4      1,177,319.99     1.08       6.181      736      75.03  
Other ..................     44     10,126,814.26     9.30       6.315      746      77.83  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

ORIGINAL INTEREST ONLY TERMS OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
         IO TERM         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        (MONTHS)          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        --------          -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................     51   $ 14,467,016.74    13.28%      6.295%     719      70.42% 
84 .....................    235     69,082,744.87    63.41       6.181      723      77.67  
120 ....................     87     25,392,375.75    23.31       6.250      728      76.37  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 CREDIT SCORES OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     CREDIT SCORE         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
600 - 624 ..............      3   $  1,088,389.29     1.00%      6.602%     618      69.67% 
625 - 649 ..............     12      3,532,100.00     3.24       6.338      637      74.39  
650 - 674 ..............     29     11,283,984.97    10.36       6.317      665      73.70  
675 - 699 ..............     60     18,410,714.17    16.90       6.186      690      76.32  
700 - 724 ..............     70     20,034,074.21    18.39       6.326      711      77.74  
725 - 749 ..............     74     21,073,915.71    19.34       6.168      738      77.81  
750 - 774 ..............     68     19,850,429.89    18.22       6.200      762      77.52  
775 - 799 ..............     46     10,859,409.37     9.97       6.053      787      75.46  
800 - 819 ..............     11      2,809,119.75     2.58       5.900      809      68.61  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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 NEXT ADJUSTMENT DATES FOR THE GROUP I-5 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
 NEXT ADJUSTMENT DATE     LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
 --------------------     -----    ------------   ------------  --------    ----     -------
                                                                                            
August 2010 ............      1   $    184,667.77     0.17%      5.125%     701      74.05% 
June 2012 ..............      1        343,712.40     0.32       5.625      683      80.00  
July 2012 ..............      5        785,223.49     0.72       6.308      718      83.28  
August 2012 ............      1        236,000.00     0.22       5.908      712      80.00  
September 2012 .........     85     19,796,946.26    18.17       5.923      738      77.67  
October 2012 ...........    186     57,535,880.27    52.81       6.261      721      75.70  
November 2012 ..........     94     30,059,707.17    27.59       6.325      722      76.68  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

GROSS MARGINS OF THE GROUP I-5 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
   GROSS MARGIN (%)       LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
   ----------------       -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    150   $ 46,049,563.95    42.27%      6.324%     712      75.59% 
2.501 - 2.750 ..........    223     62,892,573.41    57.73       6.131      732      77.00  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

MAXIMUM MORTGAGE RATES OF THE GROUP I-5 MORTGAGE LOANS AS OF THE
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MAXIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE (%)             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     --------             -----    ------------   ------------  --------    ----     -------
                                                                                            
10.125 - 10.500 ........     22   $  6,567,045.34     6.03%      5.436%     754      74.50% 
10.501 - 11.000 ........    127     35,078,059.51    32.20       5.844      730      76.92  
11.001 - 11.500 ........    148     44,977,665.57    41.29       6.297      716      75.73  
11.501 - 12.000 ........     63     18,444,467.67    16.93       6.733      719      76.75  
12.001 - 12.500 ........      8      2,908,450.27     2.67       7.300      729      80.75  
12.501 - 13.000 ........      4        819,500.00     0.75       7.692      727      80.45  
13.001 - 13.125 ........      1        146,949.00     0.13       8.125      706      90.00  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 MINIMUM MORTGAGE RATES OF THE GROUP I-5 MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 MINIMUM MORTGAGE        MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE (%)             LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     --------             -----    ------------   ------------  --------    ----     -------
                                                                                            
2.250 - 2.500 ..........    150   $ 46,049,563.95    42.27%      6.324%     712      75.59% 
2.501 - 2.750 ..........    223     62,892,573.41    57.73       6.131      732      77.00  
                          -----   ---------------   ------                                  
     Total .............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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INITIAL PERIODIC RATE CAPS OF THE GROUP I-5 MORTGAGE LOANS AS OF THE
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
 INITIAL PERIODIC RATE   MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        CAP (%)           LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        -------           -----    ------------   ------------  --------    ----     -------
                                                                                            
5.000 ..................    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP I-5 MORTGAGE LOANS AS OF THE 
CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
  SUBSEQUENT PERIODIC    MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
     RATE CAP (%)         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
     ------------         -----    ------------   ------------  --------    ----     -------
                                                                                            
1.000 ..................     77   $ 24,299,486.30    22.30%      6.318%     731      77.07% 
2.000 ..................    296     84,642,651.06    77.70       6.182      721      76.21  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 INDEX OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
         INDEX            LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
         -----            -----    ------------   ------------  --------    ----     -------
                                                                                            
1 Year LIBOR ...........    294   $ 84,195,583.29    77.28%      6.183%     722      76.20% 
6 Month LIBOR ..........     78     24,561,886.30    22.55       6.324      730      77.10  
1 Year CMT .............      1        184,667.77     0.17       5.125      701      74.05  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

             RATE ADJUSTMENT FREQUENCY OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
     RATE ADJUSTMENT     MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        FREQUENCY         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ---------         -----    ------------   ------------  --------    ----     -------
                                                                                            
Annually ...............    295   $ 84,380,251.06    77.45%      6.180%     722      76.20% 
Semiannually ...........     78     24,561,886.30    22.55       6.324      730      77.10  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

PMI STATUS OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      PMI STATUS          LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      ----------          -----    ------------   ------------  --------    ----     -------
                                                                                            
Current LTV<=80 ........    330   $ 99,206,090.55    91.06%      6.185%     724      74.96% 
United Guaranty ........     13      3,153,582.57     2.89       6.436      718      92.66  
PMI ....................      9      2,039,998.96     1.87       6.336      716      90.30  
Lender Paid MI .........      9      1,771,034.56     1.63       6.966      737      88.80  
Gemico .................      4      1,199,086.76     1.10       6.520      726      91.43  
RMIC ...................      4        714,543.96     0.66       6.076      731      87.11  
Radian .................      2        515,500.00     0.47       6.445      715      97.52  
MGIC ...................      2        342,300.00     0.31       6.270      711      90.58  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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 PREPAYMENT PENALTY TERM OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
PREPAYMENT PENALTY TERM   LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
-----------------------   -----    ------------   ------------  --------    ----     -------
                                                                                            
None ...................    362   $105,980,691.94    97.28%      6.213%     723      76.44% 
12 .....................      1        460,000.00     0.42       5.750      738      58.97  
36 .....................      9      2,321,445.42     2.13       6.276      725      77.74  
42 .....................      1        180,000.00     0.17       6.625      740      80.00  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 PREPAYMENT PENALTY TERM DESCRIPTION OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
PREPAYMENT PENALTY TERM  MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
      DESCRIPTION         LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
      -----------         -----    ------------   ------------  --------    ----     -------
                                                                                            
No Prepay Penalty ......    362   $105,980,691.94    97.28%      6.213%     723      76.44% 
6 months interest                                                                           
  on 80% ...............      7      2,330,545.43     2.14       6.200      723      73.85  
1% on 100% of prepay ...      3        450,899.99     0.41       6.134      748      78.71  
2 months interest on                                                                        
  100% .................      1        180,000.00     0.17       6.625      740      80.00  
                          -----   ---------------   ------                                  
       Total ...........    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

 ORIGINATORS OF THE GROUP I-5 MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                      % OF                                  
                                     AGGREGATE      AGGREGATE                               
                                     PRINCIPAL      PRINCIPAL                               
                          NUMBER      BALANCE        BALANCE    WEIGHTED            WEIGHTED
                           OF       OUTSTANDING    OUTSTANDING   AVERAGE  WEIGHTED  AVERAGE 
                         MORTGAGE    AS OF THE      AS OF THE   MORTGAGE  AVERAGE   ORIGINAL
        ORIGINATOR        LOANS    CUT-OFF DATE   CUT-OFF DATE  RATE (%)    FICO     LTV (%)
        ----------        -----    ------------   ------------  --------    ----     -------
                                                                                            
National City ..........    243   $ 66,920,165.95    61.43%      6.118%     732      76.94% 
PHH ....................    115     37,651,944.98    34.56       6.366      708      75.58  
Green Point ............     14      4,185,358.66     3.84       6.388      737      75.32  
Wells Fargo ............      1        184,667.77     0.17       5.125      701      74.05  
                          -----   ---------------   ------                                  
      Total ............    373   $108,942,137.36   100.00%      6.213%     724      76.40% 
                          =====   ===============   ======                                  

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APPENDIX 2

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APPENDIX 2
ASSUMED MORTGAGE LOAN CHARACTERISTICS 

                                                        [Enlarge/Download Table]


                                                                                            Total                                 
                                                               Remaining                   Fee Rate                               
                                  Stated                        Term to      Total          at Next      Loan                     
    Pool         Product         Principal         Mortgage    Maturity       Fee         Adjustment      Age                     
Description     Description      Balance ($)        Rate (%)    (months)     Rate (%)       Date (%)    (months)   Loan Index     
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
Subgroup I-1      HYBRID-1        766,512.19      5.7394120519    346      0.2525000000   0.2525000000     14       1 Yr CMT      
Subgroup I-1      HYBRID-1        325,344.24      4.2500000000    347      0.2525000000   0.2525000000     13       1 Yr CMT      
Subgroup I-1      HYBRID-1         98,109.94      2.8750000000    341      0.2525000000   0.2525000000     19       1 Yr CMT      
Subgroup I-1      HYBRID-1        109,917.73      6.1250000000    342      0.2525000000   0.2525000000     18       1 Yr CMT      
Subgroup I-1      HYBRID-1        185,158.77      4.5000000000    343      0.2525000000   0.2525000000     17       1 Yr CMT      
Subgroup I-1     HYBRID-2-6       239,200.00      6.8750000000    357      0.2525000000   0.2525000000      3      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6      3,124,919.83     6.2734683733    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6       499,552.38      6.5550099221    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6      1,685,200.00     5.9703596012    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6        96,000.00      6.2500000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6       138,000.00      6.1250000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6       151,076.06      7.0000000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-2-6       504,000.00      6.6656746032    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1*    HYBRID-3-1       147,284.21      5.0000000000    356      0.2525000000   0.3775000000      4       1 Yr CMT      
Subgroup I-1*    HYBRID-3-1       166,983.71      5.2500000000    345      0.2525000000   0.3775000000     15      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1       103,877.84      6.2500000000    354      0.2525000000   0.3775000000      6      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1       187,151.65      5.3750000000    356      0.2525000000   0.3775000000      4      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1       495,420.00      6.2867516451    356      0.3820264624   0.5070264624      4      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1       685,109.42      5.9932877839    357      0.2525000000   0.3185564173      3      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1      4,755,650.68     6.1189220312    357      0.2577569042   0.3610767232      3      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1      4,848,499.54     5.8799952047    358      0.2896898104   0.3197922581      2      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1      51,612,738.00    5.8718963522    358      0.2762100753   0.3420612150      2      12 mo LIBOR    
Subgroup I-1     HYBRID-3-1      1,216,576.40     6.4352305032    359      0.2768162071   0.2768162071      1      12 mo LIBOR    
Subgroup I-1*    HYBRID-3-1      13,076,139.26    5.9887805334    359      0.2906446974   0.3138712587      1      12 mo LIBOR    
Subgroup I-1     HYBRID-3-6       343,668.59      5.2500000000    354      0.2525000000   0.2525000000      6      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       800,853.64      6.4082789772    356      0.3415088481   0.3415088481      4      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       680,599.99      6.7433881960    357      0.2525000000   0.2525000000      3      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       105,257.43      5.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6      15,990,364.07    6.1342340843    358      0.2805460108   0.2805460108      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       397,885.12      6.3250474911    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6      5,613,354.64     6.0472210883    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       316,000.00      6.5000000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       424,000.00      6.1049528302    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       255,199.99      6.1250000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       157,999.99      5.8750000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       358,399.99      6.1250000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       212,000.00      5.7500000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       785,250.00      6.2804441261    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6      1,567,649.98     6.2517901007    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       109,600.00      6.6250000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-1     HYBRID-3-6       118,299.99      6.1250000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6       650,000.00      5.6250000000    356      0.2525000000   0.2525000000      4      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6       499,999.82      5.7500000000    357      0.2525000000   0.2525000000      3      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6      4,138,500.00     6.1799474447    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6      6,467,600.00     6.1133341580    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6       520,000.00      6.7500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6       424,000.00      6.2500000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6       423,999.99      6.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-2-6       545,600.00      6.3750000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-2     HYBRID-3-1       388,000.00      5.8750000000    357      0.3775000000   0.3775000000      3      12 mo LIBOR    
Subgroup I-2     HYBRID-3-1      4,372,728.39     5.6737507649    358      0.2681354712   0.2681354712      2      12 mo LIBOR    
Subgroup I-2     HYBRID-3-1      14,588,272.84    6.1271342753    358      0.3181400528   0.3181400528      2      12 mo LIBOR    
Subgroup I-2     HYBRID-3-1       492,008.11      5.0000000000    359      0.2525000000   0.2525000000      1      12 mo LIBOR    
Subgroup I-2     HYBRID-3-1      6,885,950.00     5.8903691575    359      0.3222371096   0.3222371096      1      12 mo LIBOR    
Subgroup I-2     HYBRID-3-6       361,992.72      7.0000000000    356      0.2525000000   0.2525000000      4      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6       516,000.00      6.6250000000    357      0.2525000000   0.2525000000      3      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6       510,978.05      6.0000000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6      18,170,205.24    6.1068150191    358      0.3411381860   0.3411381860      2      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6      8,009,377.00     6.3771918996    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6       404,000.00      6.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6       399,999.99      5.5000000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6       917,600.00      6.0208151700    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6      1,579,250.00     6.2440201045    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6      1,046,400.00     6.1720183486    358      0.2525000000   0.2525000000      2      6 mo LIBOR     
Subgroup I-2     HYBRID-3-6       480,200.00      6.0000000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR     
Subgroup I-3     HYBRID-5-1       131,066.21      6.0000000000    353      0.3775000000   0.3775000000      7      12 mo LIBOR    
Subgroup I-3     HYBRID-5-1       233,702.02      5.5000000000    355      0.2525000000   0.2525000000      5      12 mo LIBOR    
Subgroup I-3     HYBRID-5-1      1,010,423.06     5.8546796379    355      0.3000048541   0.3000048541      5      12 mo LIBOR    
Subgroup I-3     HYBRID-5-1       263,308.30      6.2204883591    356      0.2525000000   0.2525000000      4      12 mo LIBOR    
Subgroup I-3     HYBRID-5-1       599,943.80      5.5440291241    356      0.3313823887   0.3313823887      4      12 mo LIBOR    


                                                                                                                 Remaining        
                                                               Minimum    Maximum    Months to    Rate Change    Interest         
    Pool             Initial        Periodic        Gross     Mortgage   Mortgage    Next Rate     Frequency    Only Period       
Description         Rate Cap (%)   Rate Cap (%)   Margin (%)   Rate (%)   Rate (%)  Adjustment     (months)      (months)         
----------------------------------------------------------------------------------------------------------------------------      
                                                                                                                                  
Subgroup I-1         2.00000         2.00000       2.75000     2.75000    9.73941       10            12            N/A           
Subgroup I-1         2.00000         2.00000       2.75000     2.75000    8.25000       11            12            N/A           
Subgroup I-1         2.00000         2.00000       2.75000     2.75000    6.87500        5            12            N/A           
Subgroup I-1         2.00000         2.00000       2.75000     2.75000    11.37500       6            12            N/A           
Subgroup I-1         2.00000         2.00000       2.75000     2.75000    8.50000        7            12            N/A           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    12.87500      21             6            117           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    12.27347      22             6            118           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    12.55501      23             6            N/A           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    11.97036      23             6            119           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    12.25000      23             6            119           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    12.12500      23             6            119           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    13.00000      23             6            N/A           
Subgroup I-1         3.00000         1.00000       2.50000     2.50000    12.66567      23             6            119           
Subgroup I-1*        2.00000         2.00000       2.75000     7.00000    11.00000      32            12            N/A           
Subgroup I-1*        2.00000         2.00000       2.25000     2.25000    11.25000      21            12            N/A           
Subgroup I-1*        2.00000         2.00000       2.25000     2.25000    12.25000      30            12            30            
Subgroup I-1*        2.00000         2.00000       2.25000     2.25000    11.37500      32            12            N/A           
Subgroup I-1*        2.00000         2.00000       2.25000     2.25000    12.28675      32            12            32            
Subgroup I-1*        2.29096         2.00000       2.55851     2.55851    11.99329      33            12            N/A           
Subgroup I-1*        2.06147         2.00000       2.33106     2.33106    12.11892      33            12            33            
Subgroup I-1*        2.22046         2.00000       2.53595     2.53595    11.88000      34            12            N/A           
Subgroup I-1*        2.23776         2.00000       2.51609     2.51609    11.87190      34            12            34            
Subgroup I-1         2.49838         2.00000       2.77733     2.77733    12.43523      35            12            N/A           
Subgroup I-1*        2.31670         2.00000       2.58369     2.58369    11.98878      35            12            35            
Subgroup I-1         5.00000         1.00000       2.75000     2.75000    10.25000      30             6            114           
Subgroup I-1         5.00000         1.00000       2.37328     2.37328    12.16172      32             6            116           
Subgroup I-1         3.58772         1.00000       2.25000     2.25000    12.03725      33             6            117           
Subgroup I-1         3.00000         1.00000       3.00000     3.00000    11.25000      34             6            N/A           
Subgroup I-1         3.81655         1.00000       2.47169     2.47169    11.60166      34             6            118           
Subgroup I-1         5.00000         1.00000       2.46248     2.46248    11.90009      35             6            N/A           
Subgroup I-1         4.04253         1.00000       2.67255     2.67255    11.63235      35             6            119           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.50000      35             6            119           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.10495      34             6            118           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.12500      34             6            118           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    11.87500      34             6            118           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.12500      34             6            118           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    11.75000      35             6            119           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.28044      34             6            118           
Subgroup I-1         5.10717         1.00000       2.25000     2.25000    12.25179      34             6            118           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.62500      35             6            119           
Subgroup I-1         5.00000         1.00000       2.25000     2.25000    12.12500      34             6            118           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    11.62500      20             6            116           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    11.75000      21             6            117           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    12.17995      22             6            118           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    12.11333      23             6            119           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    12.75000      22             6            118           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    12.25000      23             6            119           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    12.25000      22             6            118           
Subgroup I-2         3.00000         1.00000       2.50000     2.50000    12.37500      23             6            119           
Subgroup I-2         2.00000         2.00000       2.25000     2.25000    11.87500      33            12            33            
Subgroup I-2         2.87492         2.00000       2.90619     2.90619    11.67375      34            12            N/A           
Subgroup I-2         2.39052         2.00000       2.58507     2.58507    12.12713      34            12            34            
Subgroup I-2         3.00000         2.00000       3.00000     3.00000    11.00000      35            12            N/A           
Subgroup I-2         2.44210         2.00000       2.58158     2.58158    11.89037      35            12            35            
Subgroup I-2         3.00000         1.00000       2.25000     2.25000    12.00000      32             6            116           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    12.62500      33             6            117           
Subgroup I-2         3.00000         1.00000       3.00000     3.00000    12.00000      34             6            N/A           
Subgroup I-2         4.54946         1.00000       2.46044     2.46044    11.73444      34             6            118           
Subgroup I-2         5.00000         1.00000       2.42960     2.42960    12.01799      35             6            119           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    12.25000      34             6            118           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    11.50000      34             6            118           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    12.02082      34             6            118           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    12.24402      35             6            119           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    12.17202      34             6            118           
Subgroup I-2         5.00000         1.00000       2.25000     2.25000    12.00000      35             6            119           
Subgroup I-3         5.00000         2.00000       2.25000     2.25000    11.00000      53            12            N/A           
Subgroup I-3         5.00000         2.00000       2.25000     2.25000    10.50000      55            12            N/A           
Subgroup I-3         5.00000         2.00000       2.55998     2.55998    10.85468      55            12            55            
Subgroup I-3         5.00000         2.00000       2.44742     2.44742    11.22049      56            12            N/A           
Subgroup I-3         5.00000         2.00000       2.25000     2.25000    10.54403      56            12            56            


2-1 

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APPENDIX 2
ASSUMED MORTGAGE LOAN CHARACTERISTICS 

                                                        [Enlarge/Download Table]

                                                                                            Total                               
                                                               Remaining                   Fee Rate                             
                                  Stated                       Term to      Total           at Next      Loan                   
    Pool         Product         Principal         Mortgage    Maturity      Fee          Adjustment      Age                   
Description     Description      Balance ($)        Rate (%)   (months)     Rate (%)        Date (%)    (months)   Loan Index   
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
Subgroup I-3     HYBRID-5-1      9,448,640.21     5.9138450414    357      0.2536808042   0.2536808042      3      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1      5,731,354.44     5.7800165621    357      0.2525000000   0.2525000000      3      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1      32,344,268.66    6.0606545023    357      0.2561630632   0.2561630632      3      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1      11,764,771.69    6.2248775763    358      0.3210225794   0.3210225794      2      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1       642,949.99      6.4354926598    358      0.2525000000   0.2525000000      2      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1      38,262,118.40    6.1755842178    358      0.3270335192   0.3270335192      2      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1      5,501,970.59     6.2816590527    359      0.3364052579   0.3364052579      1      12 mo LIBOR  
Subgroup I-3     HYBRID-5-1      30,610,248.37    6.1979729896    359      0.3409650598   0.3409650598      1      12 mo LIBOR  
Subgroup I-3     HYBRID-5-6       196,896.20      5.0000000000    348      0.2525000000   0.2525000000     12      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       876,850.00      6.7700219536    357      0.2525000000   0.2525000000      3      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6      2,712,539.99     6.2026788396    357      0.2525000000   0.2525000000      3      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       474,396.06      6.2708076928    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6      20,884,955.63    6.3321169535    358      0.3358950688   0.3358950688      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6      5,581,067.43     6.0980613596    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6        63,933.18      5.7500000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6      5,382,525.00     6.3086876048    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6      1,091,155.17     6.3081304227    359      0.3307841912   0.3307841912      1      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       272,000.00      6.7500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       354,000.00      6.7500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       176,800.00      6.5000000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       217,000.00      5.8750000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       188,000.00      6.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       185,700.00      6.0000000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       148,000.00      6.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6      1,252,700.00     6.3863355153    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-3     HYBRID-5-6       697,000.00      6.2663199426    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-4     HYBRID-5-1       777,600.00      5.8119855967    355      0.3775000000   0.3775000000      5      12 mo LIBOR  
Subgroup I-4     HYBRID-5-1       960,000.00      6.2500000000    357      0.3775000000   0.3775000000      3      12 mo LIBOR  
Subgroup I-4     HYBRID-5-1      2,784,880.95     6.0641189764    358      0.3595843895   0.3595843895      2      12 mo LIBOR  
Subgroup I-4     HYBRID-5-1      34,585,461.41    6.0557932383    358      0.3459104906   0.3459104906      2      12 mo LIBOR  
Subgroup I-4     HYBRID-5-1      4,259,227.80     6.2048199043    359      0.3183341948   0.3183341948      1      12 mo LIBOR  
Subgroup I-4     HYBRID-5-1      24,270,547.90    6.2664316312    359      0.3586285425   0.3586285425      1      12 mo LIBOR  
Subgroup I-4     HYBRID-5-6       973,290.08      5.9402413513    354      0.4069163483   0.4069163483      6      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6       650,000.00      5.0000000000    357      0.2525000000   0.2525000000      3      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6       624,000.00      5.7500000000    357      0.2525000000   0.2525000000      3      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6       647,059.00      7.6250000000    358      1.0005000000   1.0005000000      2      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6      9,952,524.97     6.2118353757    358      0.2890854495   0.2890854495      2      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6      4,006,062.22     6.3987355213    358      0.3242113176   0.3242113176      2      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6       367,200.00      6.2500000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6      1,854,164.00     6.3247088715    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6       892,000.00      6.0605381166    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-4     HYBRID-5-6      1,368,000.00     6.2068713450    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-5     HYBRID-7-1       184,667.77      5.1250000000    332      0.2525000000   0.2525000000     28       1 Yr CMT    
Subgroup I-5     HYBRID-7-1       343,712.40      5.6250000000    354      0.2525000000   0.2525000000      6      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1       152,191.76      5.7382355135    355      0.3015186936   0.3015186936      5      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1       339,532.00      6.0733428661    355      0.3378314268   0.3378314268      5      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1       236,000.00      5.9080000000    356      0.3775000000   0.3775000000      4      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      2,073,153.52     6.1337009986    357      0.2593539184   0.2593539184      3      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      2,656,283.83     5.8750611757    357      0.2525000000   0.2525000000      3      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      12,087,337.09    5.8690479106    357      0.2562104947   0.2562104947      3      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      2,789,363.19     5.9676728369    358      0.3080581147   0.3080581147      2      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1       603,600.00      5.9682736912    358      0.2525000000   0.2525000000      2      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      15,859,903.84    6.2818758995    358      0.3234169135   0.3234169135      2      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      1,650,963.14     6.2087025310    359      0.3176338853   0.3176338853      1      12 mo LIBOR  
Subgroup I-5     HYBRID-7-1      10,185,352.15    6.4244156802    356      0.3144915779   0.3144915779      1      12 mo LIBOR  
Subgroup I-5     HYBRID-7-6       293,499.73      6.8750000000    355      0.7875000000   0.7875000000      5      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       262,400.00      6.8750000000    357      0.2525000000   0.2525000000      3      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       220,085.83      6.5000000000    358      0.6285000000   0.6285000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6      6,549,905.30     6.4361783864    358      0.3325040521   0.3325040521      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       267,040.00      5.7500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       117,193.96      6.5000000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6      2,113,429.92     6.1466384275    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       126,399.99      6.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       116,000.00      6.2500000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       208,500.00      6.0000000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       232,000.00      6.8750000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       109,745.43      6.3750000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       620,000.00      6.3217741935    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-6       180,000.00      6.6250000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR   
Subgroup I-5     HYBRID-7-1       787,444.19      5.9255678425    357      0.2525000000   0.2525000000      3      12 mo LIBOR  



                                                                                                                Remaining       
                                                              Minimum    Maximum    Months to    Rate Change    Interest        
    Pool            Initial        Periodic        Gross     Mortgage   Mortgage    Next Rate     Frequency    Only Period      
Description        Rate Cap (%)   Rate Cap (%)   Margin (%)   Rate (%)   Rate (%)  Adjustment     (months)      (months)        
---------------------------------------------------------------------------------------------------------------------------     
                                                                                                                                
Subgroup I-3        4.81289         2.00000       2.51827     2.51827    10.91385      57            12            N/A          
Subgroup I-3        5.00000         2.00000       2.25000     2.25000    10.78002      57            12            117          
Subgroup I-3        5.00000         2.00000       2.73535     2.73535    11.06065      57            12            57           
Subgroup I-3        5.00000         2.00000       2.42110     2.42110    11.22488      58            12            N/A          
Subgroup I-3        5.00000         2.00000       2.25000     2.25000    11.43549      58            12            118          
Subgroup I-3        5.00000         2.00000       2.45187     2.45187    11.17558      58            12            58           
Subgroup I-3        5.00000         2.00000       2.41438     2.41438    11.28166      59            12            N/A          
Subgroup I-3        5.00000         2.00000       2.39614     2.39614    11.19797      59            12            59           
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    10.00000      48             6            48           
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.77002      57             6            117          
Subgroup I-3        5.00000         1.00000       2.75000     2.75000    11.20268      57             6            57           
Subgroup I-3        5.00000         1.00000       2.46803     2.46803    11.27081      58             6            N/A          
Subgroup I-3        5.00000         1.00000       2.41325     2.41325    11.33212      58             6            118          
Subgroup I-3        5.00000         1.00000       2.75000     2.75000    11.09806      58             6            58           
Subgroup I-3        5.00000         1.00000       2.75000     2.75000    10.75000      59             6            N/A          
Subgroup I-3        5.00000         1.00000       2.30350     2.32004    11.30869      59             6            119          
Subgroup I-3        5.00000         1.00000       2.75000     2.75000    11.30813      59             6            59           
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.75000      58             6            118          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.75000      58             6            118          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.50000      58             6            118          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    10.87500      59             6            119          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.25000      58             6            118          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.00000      59             6            119          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.25000      58             6            118          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.38634      58             6            118          
Subgroup I-3        5.00000         1.00000       2.25000     2.25000    11.26632      59             6            119          
Subgroup I-4        5.00000         2.00000       2.25000     2.25000    10.81199      55            12            55           
Subgroup I-4        5.00000         2.00000       2.25000     2.25000    11.25000      57            12            57           
Subgroup I-4        5.00000         2.00000       2.32166     2.32166    11.06412      58            12            N/A          
Subgroup I-4        5.00000         2.00000       2.37636     2.37636    11.05579      58            12            58           
Subgroup I-4        5.00000         2.00000       2.48666     2.48666    11.20482      59            12            N/A          
Subgroup I-4        5.00000         2.00000       2.32549     2.32549    11.26643      59            12            59           
Subgroup I-4        5.00000         1.00000       2.48903     2.48903    10.94024      54             6            114          
Subgroup I-4        5.00000         1.00000       2.25000     2.25000    10.00000      57             6            117          
Subgroup I-4        5.00000         1.00000       2.75000     2.75000    10.75000      57             6            57           
Subgroup I-4        5.00000         1.00000       2.75000     2.75000    12.62500      58             6            N/A          
Subgroup I-4        5.00000         1.00000       2.31656     2.31656    11.21184      58             6            118          
Subgroup I-4        5.00000         1.00000       2.75000     2.75000    11.39874      58             6            58           
Subgroup I-4        5.00000         1.00000       2.75000     2.75000    11.25000      59             6            119          
Subgroup I-4        5.00000         1.00000       2.75000     2.75000    11.32471      59             6            59           
Subgroup I-4        5.00000         1.00000       2.25000     2.25000    11.06054      58             6            118          
Subgroup I-4        5.00000         1.00000       2.25000     2.25000    11.20687      59             6            119          
Subgroup I-5        5.00000         2.00000       2.75000     2.75000    10.12500      56            12            56           
Subgroup I-5        5.00000         2.00000       2.75000     2.75000    10.62500      78            12            N/A          
Subgroup I-5        5.00000         2.00000       2.25000     2.25000    10.73824      79            12            N/A          
Subgroup I-5        5.00000         2.00000       2.40867     2.40867    11.07334      79            12            79           
Subgroup I-5        5.00000         2.00000       2.25000     2.25000    10.90800      80            12            80           
Subgroup I-5        5.00000         2.00000       2.60564     2.60564    11.13370      81            12            N/A          
Subgroup I-5        5.00000         2.00000       2.25000     2.25000    10.87506      81            12            117          
Subgroup I-5        5.00000         2.00000       2.73516     2.73516    10.86905      81            12            81           
Subgroup I-5        5.00000         2.00000       2.52777     2.52777    10.96767      82            12            N/A          
Subgroup I-5        5.00000         2.00000       2.25000     2.25000    10.96827      82            12            118          
Subgroup I-5        5.00000         2.00000       2.46633     2.46633    11.28188      82            12            82           
Subgroup I-5        5.00000         2.00000       2.48946     2.48946    11.20870      83            12            N/A          
Subgroup I-5        5.00000         2.00000       2.50203     2.50203    11.42442      83            12            83           
Subgroup I-5        5.00000         1.00000       2.75000     2.75000    11.87500      79             6            115          
Subgroup I-5        5.00000         2.00000       2.75000     2.75000    11.87500      81             6            117          
Subgroup I-5        5.00000         1.00000       2.75000     2.75000    11.50000      82             6            N/A          
Subgroup I-5        5.00000         1.00000       2.70595     2.70595    11.43618      82             6            118          
Subgroup I-5        5.00000         1.00000       2.75000     2.75000    10.75000      82             6            82           
Subgroup I-5        5.00000         1.00000       2.75000     2.75000    11.50000      83             6            N/A          
Subgroup I-5        5.00000         1.00000       2.75000     2.75000    11.14664      83             6            119          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.25000      82             6            118          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.25000      82             6            118          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.00000      83             6            119          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.87500      82             6            118          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.37500      82             6            N/A          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.32177      82             6            118          
Subgroup I-5        5.00000         1.00000       2.25000     2.25000    11.62500      82             6            118          
Subgroup I-5        5.00000         2.00000       2.75000     2.75000    10.92557      81            12            N/A          

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APPENDIX 2
ASSUMED MORTGAGE LOAN CHARACTERISTICS 

                                                        [Enlarge/Download Table]

                                                                                            Total                                
                                                               Remaining                   Fee Rate                              
                                  Stated                       Term to      Total           at Next      Loan                    
    Pool         Product         Principal         Mortgage    Maturity      Fee          Adjustment      Age                    
Description     Description      Balance ($)        Rate (%)   (months)     Rate (%)        Date (%)    (months)   Loan Index    
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Subgroup I-5     HYBRID-7-1       951,128.16      5.8750000000    357      0.2525000000   0.2525000000      3      12 mo LIBOR   
Subgroup I-5     HYBRID-7-1      2,694,256.53     6.7160306647    358      0.3151334967   0.3151334967      2      12 mo LIBOR   
Subgroup I-5     HYBRID-7-1       375,000.00      5.3750000000    358      0.2525000000   0.2525000000      2      12 mo LIBOR   
Subgroup I-5     HYBRID-7-1      18,218,281.49    6.1388165461    358      0.3206996151   0.3206996151      2      12 mo LIBOR   
Subgroup I-5     HYBRID-7-1      2,417,777.10     6.4194249887    359      0.3558069446   0.3558069446      1      12 mo LIBOR   
Subgroup I-5     HYBRID-7-1      9,774,302.90     6.3153358567    359      0.3447674868   0.3447674868      1      12 mo LIBOR   
Subgroup I-5     HYBRID-7-6       979,199.47      6.0587213694    357      0.2525000000   0.2525000000      3      6 mo LIBOR    
Subgroup I-5     HYBRID-7-6      1,111,129.69     6.7294469525    358      0.2525000000   0.2525000000      2      6 mo LIBOR    
Subgroup I-5     HYBRID-7-6      6,963,168.98     6.2714270243    358      0.2525000000   0.2525000000      2      6 mo LIBOR    
Subgroup I-5     HYBRID-7-6      2,723,388.00     6.2956959768    359      0.2525000000   0.2525000000      1      6 mo LIBOR    
Subgroup I-5     HYBRID-7-6       460,000.00      5.7500000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR    
Subgroup I-5     HYBRID-7-6       500,000.00      6.3750000000    358      0.2525000000   0.2525000000      2      6 mo LIBOR    
Subgroup I-5     HYBRID-7-6       408,800.00      5.8750000000    359      0.2525000000   0.2525000000      1      6 mo LIBOR    



                                                                                                                  Remaining      
                                                                Minimum    Maximum    Months to    Rate Change    Interest       
    Pool              Initial        Periodic        Gross     Mortgage   Mortgage    Next Rate     Frequency    Only Period     
Description          Rate Cap (%)   Rate Cap (%)   Margin (%)   Rate (%)   Rate (%)  Adjustment     (months)      (months)       
-----------------------------------------------------------------------------------------------------------------------------    
                                                                                                                                 
Subgroup I-5          5.00000         2.00000       2.75000     2.75000    10.87500      81            12            81          
Subgroup I-5          5.00000         2.00000       2.49947     2.49947    11.71603      82            12            N/A         
Subgroup I-5          5.00000         2.00000       2.25000     2.25000    10.37500      82            12            118         
Subgroup I-5          5.00000         2.00000       2.47720     2.47720    11.13882      82            12            82          
Subgroup I-5          5.00000         2.00000       2.33677     2.33677    11.41942      83            12            N/A         
Subgroup I-5          5.00000         2.00000       2.38093     2.38093    11.31534      83            12            83          
Subgroup I-5          5.00000         1.00000       2.75000     2.75000    11.05872      81             6            81          
Subgroup I-5          5.00000         1.00000       2.45889     2.45889    11.72945      82             6            N/A         
Subgroup I-5          5.00000         1.00000       2.75000     2.75000    11.27143      82             6            118         
Subgroup I-5          5.00000         1.00000       2.75000     2.75000    11.29570      83             6            119         
Subgroup I-5          5.00000         1.00000       2.25000     2.25000    10.75000      83             6            119         
Subgroup I-5          5.00000         1.00000       2.25000     2.25000    11.37500      82             6            118         
Subgroup I-5          5.00000         1.00000       2.25000     2.25000    10.87500      83             6            119         

*For applicable Group I-1 Mortgage Loans, Total Fee Rate at next Adjustment Date
reflects impact of step-up servicing fees.                                      

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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, or                     

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.                                                 

CREDIT ENHANCEMENT                                                              

The assets of the trust fund for a series of securities may also include pool   
insurance policies, letters of credit, reserve funds, or other types of credit  
support, or any combination thereof, and cash flow agreements and other         
financial assets, or any combination thereof as provided herein.                

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 September 29, 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 

USE OF PROCEEDS..................................................................................................35 

YIELD CONSIDERATIONS.............................................................................................36 

MATURITY AND PREPAYMENT CONSIDERATIONS...........................................................................37 

THE DEPOSITOR....................................................................................................40 

MORTGAGE LOAN PROGRAM............................................................................................40 
            UNDERWRITING STANDARDS...............................................................................40 
            QUALIFICATIONS OF ORIGINATORS AND MORTGAGE LOAN SELLERS..............................................42 
            REPRESENTATIONS BY OR ON BEHALF OF MORTGAGE LOAN SELLERS; REPURCHASES................................43 

DESCRIPTION OF THE SECURITIES....................................................................................46 
            GENERAL..............................................................................................46 
            ASSIGNMENT OF TRUST FUND ASSETS......................................................................48 
            DEPOSITS TO CERTIFICATE ACCOUNT......................................................................54 
            PAYMENTS ON MORTGAGE LOANS AND CONTRACTS.............................................................55 
            PAYMENTS ON AGENCY SECURITIES AND PRIVATE MORTGAGE-BACKED SECURITIES.................................57 
            DISTRIBUTIONS........................................................................................57 
            INTEREST ON THE SECURITIES...........................................................................58 
            PRINCIPAL OF THE SECURITIES..........................................................................58 
            PRE-FUNDING ACCOUNT..................................................................................59 
            ALLOCATION OF LOSSES.................................................................................59 
            ADVANCES IN RESPECT OF DELINQUENCIES.................................................................60 
            REPORTS TO SECURITYHOLDERS...........................................................................61 
            COLLECTION AND OTHER SERVICING PROCEDURES............................................................62 
            SUB-SERVICING........................................................................................63 
            REALIZATION UPON DEFAULTED MORTGAGE LOANS............................................................64 
            REALIZATION UPON DEFAULTED CONTRACTS.................................................................66 
            RETAINED INTEREST; SERVICING OR ADMINISTRATION COMPENSATION AND PAYMENT OF EXPENSES..................66 
            EVIDENCE AS TO COMPLIANCE............................................................................67 
            CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR......................................67 
            EVENTS OF DEFAULT AND RIGHTS UPON EVENTS OF DEFAULT..................................................68 
            AMENDMENT............................................................................................72 
            TERMINATION..........................................................................................73 
            DUTIES OF THE TRUSTEE................................................................................74 

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                                                        [Enlarge/Download Table]
                                                                                                                    
            DESCRIPTION OF THE TRUSTEE...........................................................................74 
            DESCRIPTION OF CREDIT SUPPORT........................................................................75 
            SUBORDINATION........................................................................................75 
            LETTER OF CREDIT.....................................................................................76 
            MORTGAGE POOL INSURANCE POLICY.......................................................................78 
            SPECIAL HAZARD INSURANCE POLICY......................................................................80 
            BANKRUPTCY BOND......................................................................................81 
            FINANCIAL GUARANTEE INSURANCE........................................................................82 
            RESERVE FUND.........................................................................................82 
            OVERCOLLATERALIZATION................................................................................82 
            CROSS-SUPPORT FEATURES...............................................................................82 
            CASH FLOW AGREEMENTS.................................................................................83 
            DESCRIPTION OF PRIMARY INSURANCE POLICIES............................................................83 
            PRIMARY MORTGAGE INSURANCE POLICIES..................................................................83 
            PRIMARY HAZARD INSURANCE POLICIES ON MORTGAGE LOANS..................................................84 
            STANDARD HAZARD INSURANCE POLICIES ON MANUFACTURED HOMES.............................................85 
            FHA INSURANCE........................................................................................86 
            VA GUARANTEES........................................................................................86 

LEGAL ASPECTS OF MORTGAGE LOANS..................................................................................87 
            GENERAL..............................................................................................87 
            SINGLE-FAMILY LOANS AND MULTIFAMILY LOANS............................................................87 
            LEASES AND RENTS.....................................................................................88 
            COOPERATIVE LOANS....................................................................................88 
            CONTRACTS............................................................................................89 
            FORECLOSURE ON MORTGAGES.............................................................................91 
            FORECLOSURE ON MORTGAGED PROPERTIES LOCATED IN THE COMMONWEALTH OF PUERTO RICO.......................93 
            FORECLOSURE ON COOPERATIVE SHARES....................................................................94 
            REPOSSESSION WITH RESPECT TO CONTRACTS...............................................................95 
            NOTICE OF SALE; REDEMPTION RIGHTS WITH RESPECT TO MANUFACTURED HOMES.................................96 
            RIGHTS OF REDEMPTION WITH RESPECT TO SINGLE-FAMILY PROPERTIES AND MULTIFAMILY PROPERTIES.............96 
            ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS.........................................96 
            COOPERATIVE LOANS....................................................................................98 
            JUNIOR MORTGAGES.....................................................................................98 
            CONSUMER PROTECTION LAWS WITH RESPECT TO CONTRACTS...................................................99 
            OTHER LIMITATIONS...................................................................................100 
            ENFORCEABILITY OF PROVISIONS........................................................................100 
            SINGLE-FAMILY LOANS AND MULTIFAMILY LOANS...........................................................100 
            TRANSFER OF MANUFACTURED HOMES......................................................................101 
            PREPAYMENT CHARGES AND PREPAYMENTS..................................................................101 
            SUBORDINATE FINANCING...............................................................................102 
            APPLICABILITY OF USURY LAWS.........................................................................102 
            ALTERNATIVE MORTGAGE INSTRUMENTS....................................................................103 
            FORMALDEHYDE LITIGATION WITH RESPECT TO CONTRACTS...................................................104 
            SERVICEMEMBERS' CIVIL RELIEF ACT....................................................................104 
            ENVIRONMENTAL LEGISLATION...........................................................................105 
            FORFEITURES IN DRUG AND RICO PROCEEDINGS............................................................106 
            NEGATIVE AMORTIZATION LOANS.........................................................................106 

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                                                        [Enlarge/Download Table]
                                                                                                                   
FEDERAL INCOME TAX CONSEQUENCES.................................................................................106
            GENERAL.............................................................................................106
            REMICS..............................................................................................107
            TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES....................................................109
            TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES...................................................114
            SALES OF REMIC CERTIFICATES.........................................................................120
            NOTES...............................................................................................126
            GRANTOR TRUST FUNDS.................................................................................126
            CHARACTERIZATION OF INVESTMENTS IN GRANTOR TRUST CERTIFICATES.......................................126
            TAXATION OF OWNERS OF GRANTOR TRUST STRIP CERTIFICATES..............................................132
            SALES OF GRANTOR TRUST CERTIFICATES.................................................................134
            PARTNERSHIP TRUST FUNDS.............................................................................136
            TAXATION OF OWNERS OF PARTNERSHIP CERTIFICATES......................................................136
            TAX RETURN DISCLOSURE AND INVESTOR LIST REQUIREMENTS................................................141

STATE AND OTHER TAX CONSEQUENCES................................................................................142

CONSIDERATIONS FOR BENEFIT PLAN INVESTORS.......................................................................142
            INVESTORS AFFECTED..................................................................................142
            FIDUCIARY STANDARDS FOR ERISA PLANS AND RELATED INVESTMENT VEHICLES.................................142
            PROHIBITED TRANSACTION ISSUES FOR ERISA PLANS, KEOGH PLANS, IRAS AND RELATED INVESTMENT                
                  VEHICLES......................................................................................142
            POSSIBLE EXEMPTIVE RELIEF...........................................................................143
            CONSULTATION WITH COUNSEL...........................................................................149
            GOVERNMENT PLANS....................................................................................150
            REPRESENTATION FROM PLANS INVESTING IN NOTES WITH SUBSTANTIAL EQUITY FEATURES OR CERTAIN               
                  SECURITIES....................................................................................150
            TAX EXEMPT INVESTORS................................................................................151

LEGAL INVESTMENT................................................................................................151

METHODS OF DISTRIBUTION.........................................................................................153

LEGAL MATTERS...................................................................................................154

FINANCIAL INFORMATION...........................................................................................154

RATING..........................................................................................................154

AVAILABLE INFORMATION...........................................................................................154

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...............................................................155

GLOSSARY........................................................................................................156

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RISK FACTORS

        The offered securities are not suitable investments for all investors.
In particular, you should not purchase the offered securities unless you        
understand and are able to bear the prepayment, credit, liquidity and market    
risks associated with the offered securities.                                   

  You should carefully consider, among other things, the following
factors in connection with the purchase of the securities offered by this       
prospectus:                                                                     

THE SECURITIES WILL HAVE LIMITED LIQUIDITY SO INVESTORS MAY BE UNABLE TO SELL   
THEIR SECURITIES OR MAY BE FORCED TO SELL THEM AT A DISCOUNT FROM THEIR INITIAL 
OFFERING PRICE.                                                                 

      There can be no assurance that a resale market for the securities of
any series will develop following the issuance and sale of any series of        
securities.                                                                     

Even if a resale market does develop, it may not provide      
securityholders with liquidity of investment or continue for the life of the    
securities of any series. The prospectus supplement for any series of securities
may indicate that an underwriter specified in the prospectus supplement intends 
to establish a secondary market in the securities, however no underwriter will  
be obligated to do so. As a result, any resale prices that may be available for 
any offered security in any market that may develop may be at a discount from   
the initial offering price. The securities offered by this prospectus will not  
be listed on any securities exchange.                                           

THE SECURITIES WILL BE LIMITED OBLIGATIONS OF THE RELATED TRUST FUND AND NOT OF 
ANY OTHER PARTY.                                                                

         The securities of each series will be payable solely from the assets of
the related trust fund, including any applicable credit support, and will not   
have any claims against the assets of any other trust fund or recourse to any   
other party. The securities will not represent an interest in or obligation of  
the depositor, the master servicer or any of their respective affiliates. The   
only obligations of the foregoing entities with respect to the securities, any  
mortgage loan or any other trust fund asset will be the repurchase or           
substitution obligations, if any, of the depositor pursuant to certain limited  
representations and warranties made with respect to the mortgage loans or other 
trust fund assets and the master servicer's servicing obligations under the     
related servicing agreement, including, if and to the extent described in the   
related prospectus supplement, its limited obligation to make certain advances  
in the event of delinquencies on the mortgage loans or other trust fund assets. 

         Neither the securities nor the underlying mortgage loans or other trust
fund assets will be guaranteed or insured by any governmental agency or         
instrumentality, by the depositor, the master servicer or any of their          
respective affiliates or by any other person. Although payment of principal and 
interest on agency securities will be guaranteed as described in this prospectus
and in the related prospectus supplement by GNMA, Fannie Mae or Freddie Mac, the
securities of any series including agency securities will not be so guaranteed. 

CREDIT SUPPORT MAY BE LIMITED; THE FAILURE OF CREDIT SUPPORT TO COVER LOSSES ON 
THE TRUST FUND ASSETS WILL RESULT IN LOSSES ALLOCATED TO THE RELATED SECURITIES 

        Credit support is intended to reduce the effect of delinquent payments
or losses on the underlying trust fund assets on those classes of securities    
that have the benefit of the credit support. With respect to each series of     
securities, credit support will be provided in one or more of the forms referred
to in this prospectus and the related prospectus supplement. Regardless of the  
form of credit support provided, the                                            

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amount of coverage will usually be limited in amount and in most cases will be  
subject to periodic reduction in accordance with a schedule or formula.         
Furthermore, credit support may provide only very limited coverage as to        
particular types of losses or risks, and may provide no coverage as to other    
types of losses or risks. If losses on the trust fund assets exceed the amount  
of coverage provided by any credit support or the losses are of a type not      
covered by any credit support, these losses will be borne by the holders of the 
related securities or specific classes of the related securities. See           
"Description of Credit Support."                                                

THE TYPES OF LOANS INCLUDED IN THE TRUST FUND RELATED TO YOUR SECURITIES MAY BE 
ESPECIALLY PRONE TO DEFAULTS WHICH MAY EXPOSE YOUR SECURITIES TO GREATER LOSSES 

        The securities will be directly or indirectly backed by mortgage loans
or by conditional or installment sales contracts or installment loan agreements,
referred to as contracts, secured by manufactured homes. The types of mortgage  
loans or contracts included in a trust fund may have a greater likelihood of    
delinquency and foreclosure, and a greater likelihood of loss in the event of   
delinquency and foreclosure. You should be aware that if the mortgaged          
properties or manufactured homes fail to provide adequate security for the      
mortgage loans or contracts, as applicable, included in a trust fund, any       
resulting losses, to the extent not covered by credit support, will be allocated
to the related securities in the manner described in the related prospectus     
supplement and consequently would adversely affect the yield to maturity on     
those securities. The depositor cannot assure you that the values of the        
mortgaged properties or manufactured homes have remained or will remain at the  
appraised values on the dates of origination of the related mortgage loans or   
contracts. Manufactured homes, unlike mortgaged properties, generally depreciate
in value. Consequently, at any time after origination it is possible, especially
in the case of contracts with high loan-to-value ratios, that the market value  
of the manufactured home or home may be lower than the principal amount         
outstanding under the related contract. The prospectus supplement for each      
series of securities will describe the mortgage loans and contracts which are to
be included in the trust fund related to your security and risks associated with
those mortgage loans which you should carefully consider in connection with the 
purchase of your security.                                                      

     Negatively Amortizing Loans. In the case of mortgage loans that are
subject to negative amortization, the principal balances of these mortgage loans
could be increased to an amount equal to or in excess of the value of the       
underlying mortgaged properties, thereby increasing the likelihood of default.  
To the extent that these losses are not covered by any reserve fund or          
instrument of credit support in the related trust fund, holders of securities of
the series evidencing interests in these mortgage loans will bear all risk of   
loss resulting from default by mortgagors and will have to look primarily to the
value of the mortgaged properties for recovery of the outstanding principal and 
unpaid interest on the defaulted mortgage loans.                                

         Buydown Mortgage Loans. Buydown mortgage loans are subject to temporary
buydown plans pursuant to which the monthly payments made by the mortgagor      
during the early years of the mortgage loan will be less than the scheduled     
monthly payments on the mortgage loan, the resulting difference to be made up   
from:                                                                           

o        an amount contributed by the borrower, the seller of the mortgaged     
property or another source and placed in a custodial account, 

o        investment earnings on the amount, if any, contributed by the borrower,
or                                                            

o        additional buydown funds to be contributed over time by the mortgagor's
employer or another source.                                   

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   Generally, the mortgagor under each buydown mortgage loan will be
qualified at the applicable lower monthly payment. Accordingly, the repayment of
a buydown mortgage loan is dependent on the ability of the mortgagor to make    
larger level monthly payments after the buydown funds have been depleted and,   
for certain buydown mortgage loans, during the initial buydown period. The      
inability of a mortgagor to make larger monthly payments could lead to losses on
these mortgage loans, and to the extent not covered by credit support, may      
adversely affect the yield to maturity on the related securities.               

   Balloon Loans. Some mortgage loans, particularly those secured by
multifamily properties, may not be fully amortizing, or may not amortize at all,
over their terms to maturity and, thus, will require substantial payments of    
principal and interest, balloon payments, at their stated maturity. Mortgage    
loans of this type involve a greater degree of risk than self-amortizing loans  
because the ability of a mortgagor to make a balloon payment typically will     
depend upon its ability either to fully refinance the loan or to sell the       
related mortgaged property at a price sufficient to permit the mortgagor to make
the balloon payment.                                                            

        The ability of a mortgagor to accomplish either of these goals will be
affected by a number of factors, including:                                     

o        the value of the related mortgaged property,                           

o        the level of available mortgage rates at the time of sale or           
refinancing,                                                  

o        the mortgagor's equity in the related mortgaged property,              

o        prevailing general economic conditions,                                

o        the availability of credit for loans secured by comparable real        
properties and,                                               

o        in the case of multifamily properties, the financial condition and     
        operating history of the mortgagor and the related mortgaged property,
tax laws and rent control laws.                               

      Non-owner-occupied Properties. It is anticipated that some or all of
the mortgage loans included in any trust fund, particularly mortgage loans      
secured by multifamily properties, will be nonrecourse loans or loans for which 
recourse may be restricted or unenforceable. As to those mortgage loans,        
recourse in the event of mortgagor default will be limited to the specific real 
property and other assets, if any, that were pledged to secure the mortgage     
loan. However, even with respect to those mortgage loans that provide for       
recourse against the mortgagor and its assets generally, there can be no        
assurance that enforcement of these recourse provisions will be practicable, or 
that the other assets of the mortgagor will be sufficient to permit a recovery  
in respect of a defaulted mortgage loan in excess of the liquidation value of   
the related mortgaged property.                                                 

       Multifamily Loans. Mortgage loans made on the security of multifamily
properties may entail risks of delinquency and foreclosure, and risks of loss in
the event thereof, that are greater than similar risks associated with loans    
made on the security of single family properties. The ability of a borrower to  
repay a loan secured by an income-producing property typically is dependent     
primarily upon the successful operation of the property rather than upon the    
existence of independent income or assets of the borrower. Thus, the value of an
income-producing property is directly related to the net operating income       
derived from the property. If the net operating income of the property is       
reduced , for example, if rental or occupancy rates decline or real estate tax  
rates or other operating expenses increase, the borrower's ability to repay the 
loan may be impaired. In addition, the concentration of default, foreclosure and
loss                                                                            

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risk for a pool of mortgage loans secured by multifamily properties may be      
greater than for a pool of mortgage loans secured by single family properties of
comparable aggregate unpaid principal balance because the pool of mortgage loans
secured by multifamily properties is likely to consist of a smaller number of   
higher balance loans.                                                           

        Non-conforming Loans. Non-conforming mortgage loans are mortgage loans
that do not qualify for purchase by government sponsored agencies such as the   
Fannie Mae and the Freddie Mac due to credit characteristics that to not satisfy
the Fannie Mae and Freddie Mac guidelines, including mortgagors whose           
creditworthiness and repayment ability do not satisfy the Fannie Mae and Freddie
Mac underwriting guidelines and mortgagors who may have a record of credit      
write-offs, outstanding judgments, prior bankruptcies and other derogatory      
credit items. Accordingly, non-conforming mortgage loans are likely to          
experience rates of delinquency, foreclosure and loss that are higher, and that 
may be substantially higher, than mortgage loans originated in accordance with  
Fannie Mae or Freddie Mac underwriting guidelines. The principal differences    
between conforming mortgage loans and non-conforming mortgage loans include:    

o        the applicable loan-to-value ratios,                                   

o        the credit and income histories of the related mortgagors,             

o        the documentation required for approval of the related mortgage loans, 

o        the types of properties securing the mortgage loans, the loan sizes,   
and                                                           

o        the mortgagors' occupancy status with respect to the mortgaged         
properties.                                                   

       As a result of these and other factors, the interest rates charged on
non-conforming mortgage loans are often higher than those charged for conforming
mortgage loans. The combination of different underwriting criteria and higher   
rates of interest may also lead to higher delinquency, foreclosure and losses on
non-conforming mortgage loans as compared to conforming mortgage loans.         

       High LTV Loans. Mortgage loans with loan-to-value ratios in excess of
80% and as high as 125% and not insured by primary mortgage insurance policies  
are designated by the depositor as high LTV loans. High LTV loans with combined 
loan-to-value ratios in excess of 100% may have been originated with a limited  
expectation of recovering any amounts from the foreclosure of the related       
mortgaged property and are underwritten with an emphasis on the creditworthiness
of the related borrower. If these mortgage loans go into foreclosure and are    
liquidated, there may be no amounts recovered from the related mortgaged        
property unless the value of the property increases or the principal amount of  
the related senior liens have been reduced such as to reduce the current        
combined loan-to-value ratio of the related mortgage loan to below 100%. Any    
losses of this kind, to the extent not covered by credit enhancement, may affect
the yield to maturity of the related securities.                                

        Junior Lien Mortgage Loans. The trust funds may contain mortgage loans
secured by junior liens and the related senior liens may not be included in the 
trust fund. An overall decline in the residential real estate market could      
adversely affect the values of the mortgaged properties securing the mortgage   
loans with junior liens such that the outstanding principal balances, together  
with any senior financing thereon, exceeds the value of the mortgaged           
properties. Since mortgage loans secured by junior liens are subordinate to the 
rights of the beneficiaries under the related senior deeds of trust or senior   
mortgages, such a decline would adversely affect the position of the related    
junior beneficiary or junior mortgagee before having such an effect on the      
position of the related senior beneficiaries or senior mortgagees. A            

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rise in interest rates over a period of time, the general condition of the      
mortgaged property and other factors may also have the effect of reducing the   
value of the mortgaged property from the value at the time the junior lien      
mortgage loan was originated. As a result, the loan-to-value ratio may exceed   
the ratio in effect at the time the mortgage loan was originated. An increase of
this kind may reduce the likelihood that, in the event of a default by the      
related mortgagor, liquidation or other proceeds will be sufficient to satisfy  
the junior lien mortgage loan after satisfaction of any senior liens and the    
payment of any liquidation expenses.                                            

      Other factors may affect the prepayment rate of junior lien mortgage
loans, such as the amounts of, and interest on, the related senior mortgage     
loans and the use of senior lien mortgage loans as long-term financing for home 
purchases and junior lien mortgage loans as shorter-term financing for a variety
of purposes, such as home improvement, educational expenses and purchases of    
consumer durable such as automobiles. Accordingly, junior lien mortgage loans   
may experience a higher rate of prepayments that traditional senior lien        
mortgage loans. In addition, any future limitations on the rights of borrowers  
to deduct interest payments on junior lien mortgage loans for federal income tax
purposes may further increase the rate of prepayments on junior lien mortgage   
loans.                                                                          

    Manufactured Homes. Each contract included in a trust fund will be
secured by a security interest in a manufactured home. Perfection of security   
interests in manufactured homes and enforcement of rights to realize upon the   
value of the manufactured homes as collateral for the manufactured housing      
contracts are subject to a number of federal and state laws, including the      
Uniform Commercial Code as adopted in each state and each state's certificate of
title statutes. The steps necessary to perfect the security interest in a       
manufactured home will vary from state to state. If the master servicer fails,  
due to clerical errors or otherwise, to take the appropriate steps to perfect   
the security interest, the trustee may not have a first priority security       
interest in the manufactured home securing a manufactured housing contract.     
Additionally, courts in many states have held that manufactured homes may become
subject to real estate title and recording laws. As a result, a security        
interest in a manufactured home could be rendered subordinate to the interests  
of other parties claiming an interest in the home under applicable state real   
estate law. The failure to properly perfect a valid, first priority security    
interest in a manufactured home securing a manufactured housing contract could  
lead to losses that, to the extent not covered by credit support, may adversely 
affect the yield to maturity of the related securities.                         

        Puerto Rico and Guam Loans. The risk of loss on mortgage loans secured
by properties located in Puerto Rico and Guam may be greater than on mortgage   
loans that are made to mortgagors who are United States residents and citizens  
or that are secured by properties located in the United States. In particular,  
the procedure for the foreclosure of a real estate mortgage under the laws of   
the Commonwealth of Puerto Rico varies from the procedures generally applicable 
in each of the fifty states of the United States which may affect the           
satisfaction of the related mortgage loan. In addition, the depositor is not    
aware of any historical prepayment experience with respect to mortgage loans    
secured by properties located in Puerto Rico or Guam and, accordingly,          
prepayments on these loans may not occur at the same rate or be affected by the 
same factors as other mortgage loans.                                           

         Certain of the types of loans which may be included in a trust fund may
involve additional uncertainties not present in traditional types of loans. You 
should carefully consider the prospectus supplement describing the mortgage     
loans which are to be included in the trust fund related to your security and   
the risks associated with these mortgage loans.                                 

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DECLINING PROPERTY VALUES AND GEOGRAPHIC CONCENTRATION OF MORTGAGED PROPERTIES  
MAY PRESENT A GREATER RISK OF LOSS                                              

        An investment in securities such as the securities which represent, in
general, interests in mortgage loans and/or contracts may be affected by, among 
other things, a decline in real estate values and changes in the borrowers'     
financial condition. The depositor cannot assure you that values of the         
mortgaged properties or manufacture homes, as applicable, have remained or will 
remain at the appraised values on the dates of origination of the related       
mortgage loans and contracts. If the residential real estate market should      
experience an overall decline in property values such that the outstanding      
balances of the mortgage loans, and any secondary financing on the mortgaged    
properties, in a particular trust fund become equal to or greater than the value
of the mortgaged properties, the actual rates of delinquencies, foreclosures and
losses could be higher than those now generally experienced in the mortgage     
lending industry. Mortgaged properties subject to high loan-to-value ratios are 
at greater risk since these properties initially have less equity than mortgaged
properties with low loan-to-value ratios and therefore a decline in property    
values could dissipate equity more quickly. Manufactured homes, unlike mortgaged
properties, generally depreciate in value. Consequently, at any time after      
origination it is possible, especially in the case of contracts with high       
loan-to-value ratios, that the market value of the manufactured home or home may
be lower than the principal amount outstanding under the related contract.      
Delinquencies, foreclosures and losses due to declining values of mortgaged     
properties or manufactured homes, especially those with high loan-to-value      
ratios, would cause losses to the related trust fund and, to the extent not     
covered by credit support, would adversely affect your yield to maturity on the 
securities.                                                                     

        Certain geographic regions of the United States from time to time will
experience weaker regional economic conditions and housing markets, and,        
consequently, will experience higher rates of loss and delinquency than will be 
experienced on mortgage loans generally. For example, a region's economic       
condition and housing market may be directly, or indirectly, adversely affected 
by natural disasters or civil disturbances such as earthquakes, hurricanes,     
floods, eruptions or riots. The economic impact of any of these types of events 
may also be felt in areas beyond the region immediately affected by the disaster
or disturbance. The mortgage loans underlying a series of securities may be     
concentrated in these regions, and this concentration may present risk          
considerations in addition to those generally present for similar               
mortgage-backed securities without such concentration.                          

VARYING UNDERWRITING STANDARDS OF UNAFFILIATED MORTGAGE LOAN SELLERS MAY PRESENT
A GREATER RISK OF LOSS                                                          

       Mortgage loans and contracts to be included in a trust fund will have
been purchased by the depositor, either directly or indirectly from mortgage    
loan sellers. The mortgage loans will generally have been originated in         
accordance with underwriting standards acceptable to the depositor and generally
described under "Mortgage Loan Program--Underwriting Standards" as more         
particularly described in the underwriting criteria included in the related     
prospectus supplement. Nevertheless, in some cases, particularly those involving
unaffiliated mortgage loan sellers, the depositor may not be able to establish  
the underwriting standards used in the origination of the related mortgage      
loans. In those cases, the related prospectus supplement will include a         
statement to this effect and will reflect what, if any, re-underwriting of the  
related mortgage loans was completed by the depositor or any of its affiliates. 
To the extent the mortgage loans cannot be re-underwritten or the underwriting  
criteria cannot be verified, the mortgage loans might suffer losses greater than
they would had they been directly underwritten by the depositor or an affiliate 
thereof. Any losses of this kind, to the extent not covered by credit support,  
may adversely affect the yield to maturity of the related securities.           

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FORECLOSURE OF LOANS MAY RESULT IN LIMITATIONS OR DELAYS IN RECOVERY AND LOSSES 
ALLOCATED TO THE RELATED SECURITIES                                             

       Even assuming that the mortgaged properties provide adequate security
for the mortgage loans, substantial delays can be encountered in connection with
the liquidation of defaulted mortgage loans and corresponding delays in the     
receipt of related proceeds by the securityholders could occur. An action to    
foreclose on a mortgaged property securing a mortgage loan is regulated by state
statutes, rules and judicial decisions and is subject to many of the delays and 
expenses of other lawsuits if defenses or counterclaims are interposed,         
sometimes requiring several years to complete. In several states an action to   
obtain a deficiency judgment is not permitted following a nonjudicial sale of a 
mortgaged property. In the event of a default by a mortgagor, these restrictions
may impede the ability of the master servicer to foreclose on or sell the       
mortgaged property or to obtain liquidation proceeds sufficient to repay all    
amounts due on the related mortgage loan. The master servicer will be entitled  
to deduct from liquidation proceeds all expenses reasonably incurred in         
attempting to recover amounts due on the related liquidated mortgage loan and   
not yet repaid, including payments to prior lienholders, accrued servicing fees,
legal fees and costs of legal action, real estate taxes, and maintenance and    
preservation expenses. If any mortgaged properties fail to provide adequate     
security for the mortgage loans in the trust fund related to your security and  
insufficient funds are available from any applicable credit support, you could  
experience a loss on your investment.                                           

  Liquidation expenses with respect to defaulted loans do not vary
directly with the outstanding principal balance of the loan at the time of      
default. Therefore, assuming that a master servicer takes the same steps in     
realizing upon a defaulted loan having a small remaining principal balance as it
would in the case of a defaulted loan having a larger principal balance, the    
amount realized after expenses of liquidation would be less as a percentage of  
the outstanding principal balance of the smaller principal balance loan than    
would be the case with a larger principal balance loan.                         

MORTGAGED PROPERTIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL RISKS AND THE COST OF 
ENVIRONMENTAL CLEAN-UP MAY INCREASE LOSSES ON THE RELATED MORTGAGE LOANS        

       Under various federal, state and local environmental laws, ordinances
and regulations, a current or previous owner of real property may be liable for 
the costs of removal or remediation of hazardous or toxic substances on, under  
or in the property. These laws often impose liability whether or not the owner  
or operator knew of, or was responsible for, the presence of the hazardous or   
toxic substances. A lender also risks liability on foreclosure of the mortgage  
on the property. In addition, the presence of hazardous or toxic substances, or 
the failure to properly remediate the property, may adversely affect the owner's
or operator's ability to sell the property. Although the incidence of           
environmental contamination of residential properties is less common than that  
for commercial properties, mortgage loans contained in a trust fund may be      
secured by mortgaged properties in violation of environmental laws, ordinances  
or regulations. The master servicer is generally prohibited from foreclosing on 
a mortgaged property unless it has taken adequate steps to ensure environmental 
compliance with respect to the mortgaged property. However, to the extent the   
master servicer errs and forecloses on mortgaged property that is subject to    
environmental law violations, and to the extent a mortgage loan seller does not 
provide adequate representations and warranties against environmental law       
violations, or is unable to honor its obligations, including the obligation to  
repurchase a mortgage loan upon the breach of a representation or warranty, a   
trust fund could experience losses which, to the extent not covered by credit   
support, could adversely affect the yield to maturity on the related securities.

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THE RATINGS OF YOUR SECURITIES MAY BE LOWERED OR WITHDRAWN WHICH MAY ADVERSELY  
AFFECT THE LIQUIDITY OR MARKET VALUE OF YOUR SECURITY                           

         It is a condition to the issuance of the securities that each series of
securities be rated in one of the four highest rating categories by a nationally
recognized statistical rating agency. A security rating is not a recommendation 
to buy, sell or hold securities and may be subject to revision or withdrawal at 
any time. No person is obligated to maintain the rating on any security, and    
accordingly, there can be no assurance to you that the ratings assigned to any  
security on the date on which the security is originally issued will not be     
lowered or withdrawn by a rating agency at any time thereafter. The rating(s) of
any series of securities by any applicable rating agency may be lowered         
following the initial issuance of the securities as a result of the downgrading 
of the obligations of any applicable credit support provider, or as a result of 
losses on the related mortgage loans in excess of the levels contemplated by the
rating agency at the time of its initial rating analysis. Neither the depositor,
the master servicer nor any of their respective affiliates will have any        
obligation to replace or supplement any credit support, or to take any other    
action to maintain any rating(s) of any series of securities. If any rating is  
revised or withdrawn, the liquidity or the market value of your security may be 
adversely affected.                                                             

FAILURE OF THE MORTGAGE LOAN SELLER TO REPURCHASE OR REPLACE A LOAN MAY RESULT  
IN LOSSES ALLOCATED TO THE RELATED SECURITIES                                   

         Each mortgage loan seller will have made representations and warranties
in respect of the mortgage loans and contracts sold by the mortgage loan seller 
and evidenced by a series of securities. In the event of a breach of a mortgage 
loan seller's representation or warranty that materially adversely affects the  
interests of the securityholders in a mortgage loan or contract, the related    
mortgage loan seller will be obligated to cure the breach or repurchase or, if  
permitted, replace the mortgage loan or contract as described under "Mortgage   
Loan Program-Representations as to Mortgage Loans to be made by or on Behalf of 
Mortgage Loan Sellers; Remedies for Breach of Representation". However, there   
can be no assurance that a mortgage loan seller will honor its obligation to    
cure, repurchase or, if permitted, replace any mortgage loan or contract as to  
which a breach of a representation or warranty arises. A mortgage loan seller's 
failure or refusal to honor its repurchase obligation could lead to losses that,
to the extent not covered by credit support, may adversely affect the yield to  
maturity of the related securities.                                             

      In instances where a mortgage loan seller is unable, or disputes its
obligation, to purchase affected mortgage loans or contracts, the master        
servicer may negotiate and enter into one or more settlement agreements with the
mortgage loan seller that could provide for the purchase of only a portion of   
the affected mortgage loans. Any settlement could lead to losses on the mortgage
loans or contracts which would be borne by the related securities. Neither the  
depositor nor the master servicer will be obligated to purchase a mortgage loan 
or contract if a mortgage loan seller defaults on its obligation to do so, and  
no assurance can be given that the mortgage loan sellers will carry out their   
purchase obligations. A default by a mortgage loan seller is not a default by   
the depositor or by the master servicer. Any mortgage loan or contract not so   
purchased or substituted for shall remain in the related trust fund and any     
related losses shall be allocated to the related credit support, to the extent  
available, and otherwise to one or more classes of the related series of        
securities.                                                                     

        All of the representations and warranties of a mortgage loan seller in
respect of a mortgage loan will have been made as of the date on which the      
mortgage loan or contract was purchased from the mortgage loan seller by or on  
behalf of the depositor which will be a date prior to the date of initial       
issuance of the related series of securities. A substantial period of time may  
have elapsed between the date as of which the representations and warranties    
were made and the later date of initial issuance of the related series of       
securities. Accordingly, the mortgage loan seller's purchase obligation, or, if 
specified in                                                                    

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the related prospectus supplement, limited replacement option, will not arise   
if, during the period after the date of sale by the mortgage loan seller, an    
event occurs that would have given rise to a repurchase obligation had the event
occurred prior to sale of the affected mortgage loan or contract. The occurrence
of events during this period that are not covered by a mortgage loan seller's   
purchase obligation could lead to losses that, to the extent not covered by     
credit support, may adversely affect the yield to maturity of the related       
securities.                                                                     

BOOK-ENTRY REGISTRATION MAY AFFECT LIQUIDITY OF THE SECURITIES                  

         Because transfers and pledges of securities registered in the name of a
nominee of the DTC can be effected only through book entries at DTC through     
participants, the liquidity of the secondary market for DTC registered          
securities may be reduced to the extent that some investors are unwilling to    
hold securities in book entry form in the name of DTC and the ability to pledge 
DTC registered securities may be limited due to the lack of a physical          
certificate. Beneficial owners of DTC registered securities may experience delay
in the receipt of payments of principal and interest since payments will be     
forwarded by the related trustee to DTC who will then forward payment to the    
participants who will thereafter forward payment to beneficial owners. In the   
event of the insolvency of DTC or a participant in whose name DTC registered    
securities are recorded, the ability of beneficial owners to obtain timely      
payment and--if the limits of applicable insurance coverage is otherwise        
unavailable--ultimate payment of principal and interest on DTC registered       
securities may be impaired.                                                     

THE YIELD TO MATURITY ON YOUR SECURITIES WILL DEPEND ON A VARIETY OF FACTORS    
INCLUDING PREPAYMENTS                                                           

        The timing of principal payments on the securities of a series will be
affected by a number of factors, including the following:                       

o        the extent of prepayments on the underlying mortgage loans and         
   contracts in the trust fund or, if the trust fund is comprised of
     underlying securities, on the mortgage loans backing the underlying
securities;                                                   

o        how payments of principal are allocated among the classes of securities
   of that series as specified in the related prospectus supplement;

o        if any party has an option to terminate the related trust fund early,  
the effect of the exercise of the option;                     

o        the rate and timing of defaults and losses on the assets in the related
trust fund;                                                   

o        repurchases of assets in the related trust fund as a result of material
   breaches of representations and warranties made by the depositor,
master servicer or mortgage loan seller and                   

o        with respect to a trust fund containing revolving credit loans,        
additional draws on under the related credit line agreements. 

        Prepayments on mortgage loans and contracts are influenced by a number
        of factors, including prevailing mortgage market interest rates, local
      and regional economic conditions and homeowner mobility. The rate of
prepayment of the mortgage loans and contracts included in or 
  underlying the assets in each trust fund may affect the yield to
    maturity of the securities. In general, if you purchase a class of
offered securities at a price higher than its outstanding     

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   principal balance and principal distributions on that class occur
       faster than you anticipate at the time of purchase, the yield will be
   lower than you anticipate. Conversely, if you purchase a class of
    offered securities at a price lower than its outstanding principal
     balance and principal distributions on that class occur more slowly
      than you anticipate at the time of purchase, the yield will be lower
than you anticipate.                                          

 The yield to maturity on certain types of classes of securities
including Strip Securities, Accrual Securities, securities with an interest rate
which fluctuates inversely with an index or certain other classes in a series   
including more than one class of securities, may be relatively more sensitive to
the rate of prepayment on the related mortgage loans and contracts than other   
classes of securities and, if applicable, to the occurrence of an early         
retirement of the securities.                                                   

        To the extent amounts in any pre-funding account have not been used to
purchase additional mortgage loans or contracts, holders of the securities may  
receive an additional prepayment.                                               

See "Yield Considerations" and "Maturity and Prepayment       
Considerations."                                                                

THE EXERCISE OF AN OPTIONAL TERMINATION RIGHT WILL AFFECT THE YIELD TO MATURITY 
ON THE RELATED SECURITIES                                                       

       If so specified in the related prospectus supplement, certain parties
will have the option to purchase, in whole but not in part, the securities      
specified in the related prospectus supplement in the manner set forth in the   
related prospectus supplement. Upon the purchase of the securities or at any    
time thereafter, at the option of the party entitled to termination, the assets 
of the trust fund may be sold, thereby effecting a retirement of the securities 
and the termination of the trust fund, or the securities so purchased may be    
held or resold.                                                                 

        The prospectus supplement for each series of securities will set forth
the party that may, at its option, purchase the assets of the related trust fund
if the aggregate principal balance of the mortgage loans and other trust fund   
assets in the trust fund for that series is less than the percentage specified  
in the related prospectus supplement of the aggregate principal balance of the  
outstanding mortgage loans and other trust fund assets at the cut-off date for  
that series. The percentage will be between 25% and 0%. The exercise of the     
termination right will effect the early retirement of the securities of that    
series. The prospectus supplement for each series of securities will set forth  
the price to be paid by the terminating party and the amounts that the holders  
of the securities will be entitled to receive upon early retirement.            

       In addition to the repurchase of the assets in the related trust fund
as described in the paragraph above, the related prospectus supplement may      
permit that, a holder of a non-offered class of securities will have the right, 
solely at its discretion, to terminate the related trust fund on any            
distribution date after the 12th distribution date following the date of initial
issuance of the related series of securities and until the date as the option to
terminate as described in the paragraph above becomes exercisable and thereby   
effect early retirement of the securities of the series. Any call of this type  
will be of the entire trust fund at one time; multiple calls with respect to any
series of securities will not be permitted. In this case, the call class must   
remit to the trustee for distribution to the holders of the related securities  
offered by this prospectus a price equal to 100% of the principal balance of    
their securities offered by this prospectus as of the day of the purchase plus  
accrued interest thereon at the applicable interest rate during the related     
period on which interest accrues on their securities. If funds equal to the call
price are not deposited with the related trustee, the securities will remain    
outstanding. There will not be any additional remedies available to             
securityholders. In addition, in the case of a trust fund for which a REMIC     
election or elections have been made, the termination will constitute a         
"qualified liquidation" under Section 860F of                                   

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the Internal Revenue Code. In connection with a call by the call class, the     
final payment to the securityholders will be made upon surrender of the related 
securities to the trustee. Once the securities have been surrendered and paid in
full, there will not be any continuing liability from the securityholders or    
from the trust fund to securityholders. A trust fund may also be terminated and 
the certificates retired upon the master servicer's determination, if applicable
and based upon an opinion of counsel, that the REMIC status of the trust fund   
has been lost or that a substantial risk exists that the REMIC status will be   
lost for the then current taxable year.                                         

        The termination of a trust fund and the early retirement of securities
by any party would decrease the average life of the securities and may adversely
affect the yield to holders of some or all classes of the related securities.   

CONSIDERATIONS FOR BENEFIT PLAN INVESTORS                                       

     If you are buying the offered securities on behalf of an individual
retirement account, Keogh plan or employee benefit plan, special rules may apply
to you. These rules are described in general in this prospectus under the       
caption "ERISA Considerations." However, due to the complexity of regulations   
that govern these plans, if you are subject to the ERISA you are urged to       
consult your own counsel regarding any consequences under ERISA of the          
acquisition, ownership and disposition of the securities of any series offered  
by this prospectus and the related prospectus supplement.                       

VIOLATIONS OF CONSUMER PROTECTION LAWS MAY RESULT IN LOSSES ON THE MORTGAGE     
LOANS AND THE SECURITIES BACKED BY THOSE MORTGAGE LOANS                         

        Federal and state laws, public policy and general principles of equity
relating to the protection of consumers, unfair and deceptive practices and debt
collection practices:                                                           

o        regulate interest rates and other charges on mortgage loans;           

o        require specific disclosures to borrowers;                             

o        require licensing of originators; and                                  

o        regulate generally the origination, servicing and collection process   
for the mortgage loans.                                       

        Depending on the specific facts and circumstances involved, violations
may limit the ability of a trust fund to collect all or a part of the principal 
of or interest on the mortgage loans, may entitle the borrower to a refund of   
amounts previously paid and could result in liability for damages and           
administrative enforcement against the originator or an assignee of the         
originator, like a trust fund, or the initial servicer or a subsequent servicer,
as the case may be. In particular, it is possible that mortgage loans included  
in a trust fund will be subject to the Home Ownership and Equity Protection Act 
of 1994. The Homeownership Act adds additional provisions to Regulation Z, the  
implementing regulation of the Federal Truth-In-Lending Act. These provisions   
impose additional disclosure and other requirements on creditors with respect to
non-purchase money mortgage loans with high interest rates or high up-front fees
and charges. In general, mortgage loans within the purview of the Homeownership 
Act have annual percentage rates over 8 percentage points for first lien loans  
or 10 percentage points for subordinate lien loans greater than the yield on    
Treasury securities of comparable maturity and/or fees and points which exceed  
the greater of 8% of the total loan amount or $480. The $480 amount is adjusted 
annually based on changes in the Consumer Price Index for the prior year. The   
provisions of the Homeownership Act apply on a mandatory basis to all mortgage  
loans originated on or after October 1, 1995. These                             

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provisions can impose specific statutory liabilities upon creditors who fail to 
comply with their provisions and may affect the enforceability of the related   
loans. In addition, any assignee of the creditor, like a trust fund, would      
generally be subject to all claims and defenses that the consumer could assert  
against the creditor, including the right to rescind the mortgage loan.         
Recently, class action lawsuits under the Homeownership Act have been brought   
naming as a defendant securitization trusts like the trust funds described in   
this prospectus with respect to the mortgage loans.                             

  In addition, amendments to the federal bankruptcy laws have been
proposed that could result in (1) the treatment of a claim secured by a junior  
lien in a borrower's principal residence as protected only to the extent that   
the claim was secured when the security interest was made and (2) the           
disallowance of claims based on secured debt if the creditor failed to comply   
with specific provisions of the Truth in Lending Act (15 U.S.C. ss.1639). These 
amendments could apply retroactively to secured debt incurred by the debtor     
prior to the date of effectiveness of the amendments.                           

         In addition to the Homeownership Act, 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 interest rates or origination costs in excess of prescribed levels and
require that borrowers be given certain disclosures prior to the consummation of
the mortgage loans. In some cases, state law may impose requirements and        
restrictions greater than those in the Homeownership Act. An originator's       
failure 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 the mortgage loans against either the trust or subsequent holders of 
the mortgage loans.                                                             

         The depositor will represent that all applicable federal and state laws
were complied with in connection with the origination of the mortgage loans. If 
there is a material and adverse breach of a representation, the depositor will  
be obligated to repurchase any affected mortgage loan or to substitute a new    
mortgage loan into the related trust fund. See "Legal Aspects of Mortgage       
Loans".                                                                         

MODIFICATION OF A MORTGAGE LOAN BY THE MASTER SERVICER MAY REDUCE THE YIELD ON  
THE RELATED SECURITIES                                                          

       In instances in which a mortgage loan is in default, or if default is
reasonably foreseeable, the master servicer, if it determines it is in the best 
interests of the related securityholders, may permit modifications of the       
mortgage loan rather than proceeding with foreclosure. Modification may have the
effect of reducing the interest rate on the mortgage loan, forgiving the payment
of principal or interest rate or extending the final maturity date of the       
mortgage loan. Any modified mortgage loan retained in the related trust fund may
result in reduced collections from that mortgage loan and, to the extent not    
covered by the related credit support, reduced distributions on one or more     
classes of the related securities. Any mortgage loan modified to extend the     
final maturity of the mortgage loan may result in extending the final maturity  
of one or more classes of the related securities. See "Collection and Other     
Servicing Procedures Employed by the Master Servicer".                          

ADDITIONAL RISK FACTORS WILL BE SET FORTH IN THE PROSPECTUS SUPPLEMENT RELATED  
TO A SERIES OF SECURITIES                                                       

      The prospectus supplement relating to a series of offered securities
will set forth additional risk factors pertaining to the characteristics or     
behavior of the assets to be included in a particular trust fund and, if        
applicable, legal aspects of trust fund assets as well as any risk factors      
pertaining to the investment in a particular class of offered securities.       

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        Several capitalized terms are used in this prospectus to assist you in
understanding the terms of the securities. All of the capitalized terms used in 
this prospectus are defined in the glossary in this prospectus.                 

 THE TRUST FUNDS

    The trust fund for each series will be held by the trustee for the
benefit of the related securityholder. Each trust fund will consist of:         

o        a segregated pool of various types of one- to four-family residential  
       first and junior lien mortgage loans including closed-end home equity
       loans, one- to four-family first or junior lien home equity revolving
      lines of credit, multifamily residential mortgage loans, cooperative
         apartment loans or installment loan agreements, or beneficial interests
therein,                                                      

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 
 GNMA, Fannie Mae or Freddie Mac, commonly referred to as agency
securities, or                                                

o        pass-through or participation certificates or other mortgage-backed    
securities issued or guaranteed by private entities.          

THE MORTGAGE LOANS                                                              

General                                                                         

 The mortgage loans, home equity loans or revolving credit loans
included in a trust fund may be secured by any of the following:                

o        first or junior liens on by one- to four-family residential properties 

o        rental apartments or projects, including apartment buildings owned by  
    cooperative housing corporations, containing five or more dwelling
units                                                         

o        shares in a private cooperative housing corporation that give the owner
thereof the right to occupy a particular dwelling unit in the 
cooperative                                                   

o        manufactured homes that have been permanently attached to real estate, 
or                                                            

o        real property acquired upon foreclosure or comparable conversion of    
then mortgage loans.                                          

        Any of these loan types may be located in any one of the fifty states,
the District of Columbia, Guam, Puerto Rico or any other territory of the United
States. The mortgaged properties may include leasehold interests in residential 
properties, the title to which is held by third party lessors. The term of any  
leasehold will exceed the term of the mortgage note by at least five years.     

      In connection with a series of securities backed by revolving credit
loans, if the accompanying prospectus supplement indicates that the pool        
consists of certain balances of the revolving credit loans, then the term       
revolving credit loans in this prospectus refers only to those balances.        

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         Each mortgage loan will have been originated by a person not affiliated
with the depositor. Each mortgage loan will be selected by the depositor for    
inclusion in a mortgage pool from among those purchased, either directly or     
indirectly, on or before the date of initial issuance of the related securities,
from a prior holder thereof, which prior holder may not be the originator       
thereof and may be an affiliate of the depositor. See "Mortgage Loan            
Program--Underwriting Standards".                                               

     All of the mortgage loans or home equity loans will have individual
principal balances at origination of not more than $5,000,000, monthly payments 
due on the first day of each month, original terms to maturity of not more than 
40 years and be one of the following types of mortgage loans:                   

o        fully amortizing mortgage loans with a fixed rate of interest and level
monthly payments to maturity;                                 

o        fully amortizing mortgage loans with an interest rate adjusted         
       periodically, with corresponding adjustments in the amount of monthly
         payments, to equal the sum, which may be rounded, of a fixed percentage
amount and an index;                                          

o        ARM Loans that provide for an election, at the borrower's option, to   
      convert the adjustable interest rate to a fixed interest rate, which
will be described in the related prospectus supplement;       

o        ARM Loans that provide for negative amortization or accelerated        
     amortization resulting from delays in or limitations on the payment
   adjustments necessary to amortize fully the outstanding principal
   balance of the loan at its then applicable interest rate over its
remaining term;                                               

o        fully amortizing mortgage loans with a fixed interest rate and level   
        monthly payments, or payments of interest only, during the early years
      of the term, followed by periodically increasing monthly payments of
        principal and interest for the duration of the term or for a specified
    number of years, which will be described in the related prospectus
supplement;                                                   

o        fixed interest rate mortgage loans providing for level payment of      
         principal and interest on the basis of an assumed amortization schedule
and a balloon payment at the end of a specified term;         

o        revolving credit loans; or                                             

o        another type of mortgage loan described in the related prospectus      
supplement.                                                   

Junior Lien Mortgage Loans                                                      

      If provided in the related prospectus supplement, the mortgage pools
may contain mortgage loans secured by junior liens, and the related senior liens
may not be included in the mortgage pool. The primary risk to holders of        
mortgage loans secured by junior liens is the possibility that adequate funds   
will not be received in connection with a foreclosure of the related senior     
liens to satisfy fully both the senior liens and the mortgage loan. In the event
that a holder of a senior lien forecloses on a mortgaged property, the proceeds 
of the foreclosure or similar sale will be applied first, to the payment of     
court costs and fees in connection with the foreclosure, second, to real estate 
taxes and third, in satisfaction of all principal, interest, prepayment or      
acceleration penalties, if any, and any other sums due and owing to the holder  
of the senior liens.                                                            

         The claims of the holders of the senior liens will be satisfied in full
out of proceeds of the liquidation of the mortgage loan, if these proceeds are  
sufficient, before the trust fund as holder of the junior lien receives any     
payments in respect of the mortgage loan. If the master servicer were to        
foreclose                                                                       

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on any mortgage loan, it would do so subject to any related senior liens. In    
order for the debt related to the mortgage loan to be paid in full at such sale,
a bidder at the foreclosure sale of the mortgage loan would have to bid an      
amount sufficient to pay off all sums due under the mortgage loan and the senior
liens or purchase the mortgaged property subject to the senior liens. In the    
event that proceeds from a foreclosure or similar sale of the related mortgaged 
property are insufficient to satisfy all senior liens and the mortgage loan in  
the aggregate, the trust fund, as the holder of the junior lien, and,           
accordingly, holders of one or more classes of the securities bear (i) the risk 
of delay in distributions while a deficiency judgment against the borrower is   
obtained and (ii) the risk of loss if the deficiency judgment is not realized   
upon. Moreover, deficiency judgments may not be available in certain            
jurisdictions. In addition, a junior mortgagee may not foreclose on the property
securing a junior mortgage unless it forecloses subject to the senior mortgages.

         Liquidation expenses with respect to defaulted junior mortgage loans do
not vary directly with the outstanding principal balance of the loan at the time
of default. Therefore, assuming that the master servicer took the same steps in 
realizing upon a defaulted junior mortgage loan having a small remaining        
principal balance as it would in the case of a defaulted junior mortgage loan   
having a large remaining principal balance, the amount realized after expenses  
of liquidation would be smaller as a percentage of the outstanding principal    
balance of the small junior mortgage loan than would be the case with the       
defaulted junior mortgage loan having a large remaining principal balance.      
Because the average outstanding principal balance of the mortgage loans is      
smaller relative to the size of the average outstanding principal balance of the
loans in a typical pool of first priority mortgage loans, liquidation proceeds  
may also be smaller as a percentage of the principal balance of a mortgage loan 
than would be the case in a typical pool of first priority mortgage loans.      

      Unless otherwise specified in the related prospectus supplement, the
following requirements as to the loan-to-value ratio of each junior lien        
mortgage loan shall apply. The loan-to-value ratio of a mortgage loan at any    
given time is the ratio, expressed as a percentage, of the then outstanding     
principal balance of the mortgage loan, plus, in the case of a mortgage loan    
secured by a junior lien, the outstanding principal balance of the related      
senior liens, to the value of the related mortgaged property. The value of a    
single-family property, multifamily property or cooperative unit, other than    
with respect to refinance loans, is the lesser of (a) the appraised value       
determined in an appraisal obtained by the originator at origination of the loan
and (b) the sales price for the property. Refinance loans are mortgage loans    
made to refinance existing loans. The value of the mortgaged property securing a
refinance loan is the appraised value thereof determined in an appraisal        
obtained at the time of origination of the refinance loan. Unless otherwise     
specified in the related prospectus supplement, for purposes of calculating the 
loan-to-value ratio of a contract relating to a new manufactured home, the value
is no greater than the sum of a fixed percentage of the list price of the unit  
actually billed by the manufacturer to the dealer, exclusive of freight to the  
dealer site, including "accessories" identified in the invoice, plus the actual 
cost of any accessories purchased from the dealer, a delivery and set-up        
allowance, depending on the size of the unit, and the cost of state and local   
taxes, filing fees and up to three years prepaid hazard insurance premiums.     
Unless otherwise specified in the related prospectus supplement, with respect to
a used manufactured home, the value is the least of the sale price, the         
appraised value, and the national automobile dealer's association book value    
plus prepaid taxes and hazard insurance premiums. The appraised value of a      
manufactured home is based upon the age and condition of the manufactured       
housing unit and the quality and condition of the mobile home park in which it  
is situated, if applicable.                                                     

      A mortgaged property may have been subject to secondary financing at
origination of the mortgage loan, but, unless otherwise specified in the related
prospectus supplement, the total amount of primary and secondary financing at   
the time of origination of the mortgage loan did not produce a                  

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combined loan-to-value ratio in excess of 90%, in the case of a mortgage loan   
secured by an owner-occupied primary residence or 80%, in the case of a mortgage
loan secured by a vacation or second home.                                      

       If so provided in the related prospectus supplement certain or all of
the single family loans may have loan-to-value ratios in excess of 80% and as   
high as 125% that are not insured by primary mortgage insurance policies.       

Occupancy Status of the Related Mortgaged Property                              

       With respect to each mortgaged property, unless otherwise provided in
the related prospectus supplement, the borrower will have represented that the  
dwelling is either an owner-occupied primary residence or a vacation or second  
home that is not part of a mandatory rental pool and is suitable for year-round 
occupancy.                                                                      

       With respect to a vacation or second home, no income derived from the
property will be considered for underwriting purposes.                          

Condominiums                                                                    

       Unless otherwise specified in the related prospectus supplement, with
respect to mortgage loans secured by condominium units, the related condominium 
project will generally have characteristics that satisfy the Fannie Mae         
guidelines. See "Mortgage Loan Program--Representations by or on behalf of      
Mortgage Loan Sellers; Repurchases" for a description of certain other          
representations made by or on behalf of mortgage loan sellers at the time       
mortgage loans are sold.                                                        

Buydown Mortgage Loans                                                          

  If provided in the related prospectus supplement, certain of the
mortgage pools may contain mortgage loans subject to temporary buydown plans,   
pursuant to which the monthly payments made by the borrower in the early years  
of the mortgage loan, the buydown period, will be less than the scheduled       
monthly payments on the mortgage loan. The resulting difference is to be made up
from buydown funds equal to an amount contributed by the borrower, the seller of
the mortgaged property, or another source and placed in a custodial account and 
unless otherwise specified in the prospectus supplement, investment earnings on 
the buydown funds.                                                              

  Generally, the borrower under each buydown mortgage loan will be
qualified at the applicable buydown mortgage rate. Accordingly, the repayment of
a buydown mortgage loan is dependent on the ability of the borrower to make     
larger level monthly payments after the buydown funds have been depleted and,   
for certain buydown mortgage loans, during the buydown period. See "Mortgage    
Loan Program--Underwriting Standards" for a discussion of loss and delinquency  
considerations relating to buydown mortgage loans.                              

Primary Mortgage Insurance                                                      

 Except in the case of high loan-to-value loans and as otherwise
specified in the related prospectus supplement, each mortgage loan having a     
loan-to-value ratio at origination in excess of 80%, is required to be covered  
by a primary mortgage guaranty insurance policy insuring against default on such
mortgage loan as to at least the principal amount thereof exceeding 75% of the  
value of the mortgaged property at origination of the mortgage loan. This       
insurance must remain in force at least until the mortgage loan                 

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amortizes to a level that would produce a loan-to-value ratio lower than 80%.   
See "Description of Primary Insurance Policies--Primary Mortgage Insurance      
Policies".                                                                      

Mortgage Loan Information in Prospectus Supplement                              

        Each prospectus supplement will contain information, as of the date of
the related prospectus supplement and to the extent then specifically known to  
the depositor, with respect to the mortgage loans, agency securities, private   
mortgage-backed securities contained in the related trust fund, including:      

o        the aggregate outstanding principal balance, the largest, smallest and 
average outstanding principal balance of the trust fund assets as of the        
applicable cut-off date, and, with respect to mortgage loans secured by a junior
lien, the amount of the related senior liens,                                   

o        the type of property securing the mortgage loans (e.g., one- to        
four-family houses, multifamily residential dwellings, shares in cooperatives   
and the related proprietary leases or occupancy agreements, condominium units   
and other attached units, new or used manufactured homes and vacation and second
homes),                                                                         

o        the original terms to maturity of the mortgage loans,                  

o        the earliest origination date and latest maturity date,                

o        the aggregate principal balance of mortgage loans having loan-to-value 
ratios at origination exceeding 80%, or, with respect to mortgage loans secured 
by a junior lien, the aggregate principal balance of mortgage loans having      
combined loan-to-value ratios exceeding 80%,                                    

o        the interest rates or range of interest rates borne by the mortgage    
loans or mortgage loans underlying the agency securities or private             
mortgage-backed securities,                                                     

o        the geographical distribution of the mortgage loans on a state-by-state
basis,                                                                          

o        the number and aggregate principal balance of buydown mortgage loans,  
if any,                                                                         

o        the weighted average retained interest, if any,                        

o        with respect to adjustable rate mortgage loans, the adjustment dates,  
the highest, lowest and weighted average margin, and the maximum interest rate  
variation at the time of any adjustment and over the life of the adjustable rate
mortgage loan, and,                                                             

o        with respect to the high loan-to-value mortgage loans of the type      
described above, whether the loans provide for payments of interest only for any
period and the frequency and amount by which, and the term during which, monthly
payments adjust.                                                                

       If specific information respecting the trust fund assets is not known
to the depositor at the time securities are initially offered, more general     
information of the nature described above will be provided in the prospectus    
supplement, and specific information will be set forth in a report which will be
available to purchasers of the related securities at or before the initial      
issuance thereof and will be filed, together with the related pooling and       
servicing agreement or trust agreement, with respect to each series of          
certificates, or the related servicing agreement, trust agreement and indenture,
with respect to each series of notes, as part of a report on Form 8-K with the  
Securities and Exchange Commission within fifteen days after initial issuance of
the series.                                                                     

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    The composition and characteristics of a pool containing revolving
credit loans may change from time to time as a result of any draws made after   
the related cut-off date under the related credit line agreements that are      
included in the mortgage pool. If assets of the trust fund are added or deleted 
from the trust fund after the date of the accompanying prospectus supplement    
other than as a result of any draws, the addition or deletion will be noted in  
the Form 8-K.                                                                   

        No assurance can be given that values of the mortgaged properties have
remained or will remain at their levels on the respective dates of origination  
of the related mortgage loans. If the residential real estate market should     
experience an overall decline in property values such that the outstanding      
principal balances of the mortgage loans, and any secondary financing on the    
mortgaged properties, in a particular mortgage pool become equal to or greater  
than the value of the mortgaged properties, the rates of delinquencies,         
foreclosures or repossessions and losses could be higher than those now         
generally experienced by institutional lenders. Manufactured homes are less     
likely to experience appreciation in value and more likely to experience        
depreciation in value over time than other types of housing properties. In      
addition, adverse economic conditions, which may or may not affect real property
values, may affect the timely payment by borrowers of scheduled payments of     
principal and interest on the mortgage loans and, accordingly, the rates of     
delinquencies, foreclosures or repossessions and losses with respect to any     
mortgage pool. To the extent that these losses are not covered by credit        
support, these losses will be borne, at least in part, by the holders of one or 
more classes of the securities of the related series offered by this prospectus.

Assignment of the Mortgage Loans                                                

        The depositor will cause the mortgage loans comprising each trust fund
to be assigned to the trustee named in the related prospectus supplement for the
benefit of the holders of the securities of the related series. The master      
servicer named in the related prospectus supplement will service the mortgage   
loans, either directly or through other loan servicing institutions pursuant to 
a pooling and servicing agreement or servicing agreement among the depositor,   
itself and the trustee, and will receive a fee for such services. See "Mortgage 
Loan Program" and "Description of the Securities". With respect to mortgage     
loans serviced by the master servicer through a sub-servicer, the master        
servicer will remain liable for its servicing obligations under the related     
pooling and servicing agreement or servicing agreement as if the master servicer
alone were servicing the mortgage loans.                                        

The depositor will make certain representations and warranties
regarding the mortgage loans, but its assignment of the mortgage loans to the   
trustee will be without recourse. See "Description of the Securities--          
Assignment of Trust Fund Assets".                                               

     The obligations of the master servicer with respect to the mortgage
loans will consist principally of its contractual servicing obligations under   
the related pooling and servicing agreement or servicing agreement (including   
its obligation to enforce certain purchase and other obligations of             
sub-servicers or mortgage loan sellers, or both, as more fully described under  
"Mortgage Loan Program --Representations by or on behalf of Mortgage Loan       
Sellers; Repurchases" and "Description of the Securities--Sub-Servicing"        
and"--Assignment of Trust Fund Assets") and, unless otherwise provided in the   
related prospectus supplement, its obligation to make certain cash advances in  
the event of delinquencies in payments on or with respect to the mortgage loans 
in amounts described under "Description of the Securities--Advances in respect  
of Delinquencies". Any obligation of the master servicer to make advances may be
subject to limitations, to the extent provided and in the related prospectus    
supplement.                                                                     

    The single-family loans will be evidenced by promissory notes, the
mortgage notes, secured by first mortgages or first deeds of trust creating a   
first lien on the single-family properties. The single-                         

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family properties will consist of one- to four-family residences, including     
detached and attached dwellings, townhouses, rowhouses, individual condominium  
units, individual units in planned-unit developments and individual units in de 
minimis planned-unit developments. Single-family loans may be conventional      
loans, FHA-insured loans or VA-guaranteed loans as specified in the related     
prospectus supplement.                                                          

      The multifamily loans will be evidenced by mortgage notes secured by
mortgages creating a first lien on the multifamily properties. The multifamily  
properties will consist of rental apartments or projects, including apartment   
buildings owned by cooperative housing cooperatives, containing five or more    
dwelling units. Multifamily properties may include high-rise, mid-rise and      
garden apartments. Multifamily loans may be conventional loans or FHA insured   
loans as specified in the related prospectus supplement.                        

        The cooperative loans will be evidenced by promissory notes secured by
security interests in shares issued by cooperatives and in the related          
proprietary leases or occupancy agreements granting exclusive rights to occupy  
specific cooperative units in the related buildings.                            

REVOLVING CREDIT LOANS                                                          

General                                                                         

 The revolving credit loans will be originated under credit line
agreements subject to a maximum amount or credit limit. In most instances,      
interest on each revolving credit loan will be calculated based on the average  
daily balance outstanding during the billing cycle. The billing cycle in most   
cases will be the calendar month preceding a due date. Each revolving credit    
loan will have a loan rate that is subject to adjustment on the day specified in
the related mortgage note, which may be daily or monthly, equal to the sum of   
the index on the day specified in the accompanying prospectus supplement, and   
the gross margin specified in the related mortgage note, which may vary under   
circumstances if stated in the accompanying prospectus supplement, subject to   
the maximum rate specified in the mortgage note and the maximum rate permitted  
by applicable law. If specified in the prospectus supplement, some revolving    
credit loans may be teaser loans with an introductory rate that is lower than   
the rate that would be in effect if the applicable index and gross margin were  
used to determine the loan rate. As a result of the introductory rate, interest 
collections on the loans may initially be lower than expected. Commencing on    
their first adjustment date, the loan rates on the teaser loans will be based on
the applicable index and gross margin.                                          

    The borrower for each revolving credit loan may draw money in most
cases with either checks or credit cards, subject to applicable law, on such    
revolving credit loan at any time during the period in which a draw may be made 
under the related credit line agreement, the draw period. Unless specified in   
the accompanying prospectus supplement, the draw period will not be more than 15
years. Unless specified in the accompanying prospectus supplement, for each     
revolving credit loan, if the draw period is less than the full term of the     
revolving credit loan, the related borrower will not be permitted to make any   
draw during the repayment period. Prior to the repayment period, or prior to the
date of maturity for loans without repayment periods, the borrower for each     
revolving credit loan will be obligated to make monthly payments on the         
revolving credit loan in a minimum amount as specified in the related mortgage  
note, which usually will be the finance charge for each billing cycle as        
described in the second following paragraph. In addition, if a revolving credit 
loan has a repayment period, during this period, the borrower is required to    
make monthly payments consisting of principal installments that would           
substantially amortize the principal balance by the maturity date, and to pay   
any current finance charges and additional charges.                             

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      The borrower for each revolving credit loan will be obligated to pay
off the remaining account balance on the related maturity date, which may be a  
substantial principal amount. The maximum amount of any draw for any revolving  
credit loan is equal to the excess, if any, of the credit limit over the        
principal balance outstanding under the mortgage note at the time of the draw.  
Draws will be funded by the master servicer or servicer or other entity         
specified in the accompanying prospectus supplement.                            

      Unless specified in the accompanying prospectus supplement, for each
revolving credit loan:                                                          

o        the finance charge for any billing cycle, in most cases, will be an    
amount equal to the aggregate of, as calculated for each day in the billing     
cycle, the then-applicable loan rate divided by 365 multiplied by that day's    
principal balance,                                                              

o        the account balance on any day in most cases will be the aggregate of  
the unpaid principal of the revolving credit loan outstanding at the beginning  
of the day, plus all related draws funded on that day and outstanding at the    
beginning of that day, plus the sum of any unpaid finance charges and any unpaid
fees, insurance premiums and other charges, collectively known as additional    
charges, that are due on the revolving credit loan minus the aggregate of all   
payments and credits that are applied to the repayment of any draws on that day,
and                                                                             

o        the principal balance on any day usually will be the related account   
balance minus the sum of any unpaid finance charges and additional charges that 
are due on the revolving credit loan.                                           

         Payments made by or on behalf of the borrower for each revolving credit
loan, in most cases, will be applied first, to any unpaid finance charges that  
are due on the revolving credit loan, second, to any unpaid additional charges  
that are due thereon, and third, to any related draws outstanding.              

    The mortgaged property securing each revolving credit loan will be
subject to the lien created by the related loan in the amount of the outstanding
principal balance of each related draw or portion thereof, if any, that is not  
included in the related pool, whether made on or prior to the related cut-off   
date or thereafter. The lien will be the same rank as the lien created by the   
mortgage relating to the revolving credit loan, and monthly payments,           
collections and other recoveries under the credit line agreement related to the 
revolving credit loan will be allocated as described in the related prospectus  
supplement among the revolving credit loan and the outstanding principal balance
of each draw or portion of draw excluded from the pool. The depositor, an       
affiliate of the depositor or an unaffiliated seller may have an interest in any
draw or portion thereof excluded from the pool. If any entity with an interest  
in a draw or portion thereof excluded from the pool or any other excluded       
balance were to become a debtor under the Bankruptcy Code and regardless of     
whether the transfer of the related revolving credit loan constitutes an        
absolute assignment, a bankruptcy trustee or creditor of such entity or such    
entity as a debtor-in-possession could assert that such entity retains rights in
the related revolving credit loan and therefore compel the sale of such         
revolving credit loan over the objection of the trust fund and the              
securityholders. If that occurs, delays and reductions in payments to the trust 
fund and the securityholders could result.                                      

        In most cases, each revolving credit loan may be prepaid in full or in
part at any time and without penalty, and the related borrower will have the    
right during the related draw period to make a draw in the amount of any        
prepayment made for the revolving credit loan. The mortgage note or mortgage    
related to each revolving credit loan will usually contain a customary          
due-on-sale clause.                                                             

    As to each revolving credit loan, the borrower's rights to receive
draws during the draw period may be suspended, or the credit limit may be       
reduced, for cause under a limited number of circumstances, including, but not  
limited to:                                                                     

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o        a materially adverse change in the borrower's financial circumstances; 

o        a decline in the value of the mortgaged property  significantly  below 
its appraised value at origination; or                                          

o        a payment default by the borrower.                                     

      However, as to each revolving credit loan, a suspension or reduction
usually will not affect the payment terms for previously drawn balances. The    
master servicer or the servicer, as applicable, will have no obligation to      
investigate as to whether any of those circumstances have occurred or may have  
no knowledge of their occurrence. Therefore, there can be no assurance that any 
borrower's ability to receive draws will be suspended or reduced if the         
foregoing circumstances occur. In the event of default under a revolving credit 
loan, at the discretion of the master servicer or servicer, the revolving credit
loan may be terminated and declared immediately due and payable in full. For    
this purpose, a default includes but is not limited to:                         

o        the borrower's failure to make any payment as required;                

o        any action or inaction by the borrower that materially and adversely   
affects the mortgaged property or the rights in the mortgaged property; or      

o        any fraud or material misrepresentation by a borrower in connection    
with the loan.                                                                  

  The master servicer or servicer will have the option to allow an
increase in the credit limit applicable to any revolving credit loan in certain 
limited circumstances. In most cases, the master servicer or servicer will have 
an unlimited ability to allow increases provided that the specified conditions  
are met including a new appraisal or other indication of value is obtained and  
the new combined LTV ratio is less than or equal to the original combined LTV   
ratio.                                                                          

    If a new appraisal is not obtained and the other conditions in the
preceding sentence are met, the master servicer or servicer will have the option
to allow a credit limit increase for any revolving credit loan subject to the   
limitations described in the related agreement.                                 

        The proceeds of the revolving credit loans may be used by the borrower
to improve the related mortgaged properties, may be retained by the related     
borrowers or may be used for purposes unrelated to the mortgaged properties.    

Allocation of Revolving Credit Loan Balances                                    

    For any series of securities backed by revolving credit loans, the
related trust fund may include either:                                          

o        the entire principal balance of each revolving credit loan outstanding 
at any time, including balances attributable to daws made after the related     
cut-off date, or                                                                

o        a specified portion of the total principal balance of each revolving   
credit loan outstanding at any time, which will consist of all or a portion of  
the principal balance thereof as of the cut-off date minus the portion of all   
payments and losses thereafter that are allocated to such balance, and may not  
include some portion of the principal balance attributable to draws made after  
the cut-off date.                                                               

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   The accompanying prospectus supplement will describe the specific
provisions by which payments and losses on any revolving credit loan will be    
allocated as between the trust balance and any portion of the principal balance 
of a revolving credit loan, if any, not included in the trust balance at any    
time, which will include balances attributable to draws after the cut-off date  
and may include a portion of the principal balance outstanding as of the cut-off
date, the excluded balance. Typically, the provisions may:                      

o        provide that principal payments made by the borrower will be allocated 
as between the trust balance and any excluded balance either on a pro rata      
basis, or first to the trust balance until reduced to zero, then to the excluded
balance, or according to other priorities specified in the accompanying         
prospectus supplement, and                                                      

o        provide that interest payments, as well as liquidation proceeds or     
similar proceeds following a default and any realized losses, will be allocated 
between the trust balance and any excluded balance on a pro rata basis or       
according to other priorities specified in the accompanying prospectus          
supplement.                                                                     

         Even where a trust fund initially includes the entire principal balance
of the revolving credit loans, the related agreement may provide that after a   
specified date or on the occurrence of specified events, the trust fund may not 
include balances attributable to additional draws made thereafter. The          
accompanying prospectus supplement will describe these provisions as well as the
related allocation provisions that would be applicable.                         

THE CONTRACTS                                                                   

The contracts included in a trust fund may be conditional or  
installment sales contracts or installment loan agreements originated by a      
manufactured housing dealer in the ordinary course of business. The contracts   
may be conventional manufactured housing contracts or contracts insured byt he  
FHA or parially guaranteed by the VA. Each secured will be secured by a new or  
used unit of manufactured housing. The manufactured homes securing the contracts
will consist of manufactured homes within the meaning of 42 United States Code, 
Section 5402(6), which defines a manufactured home as "a structure,             
transportable in one or more sections, which in the traveling mode, is eight    
body feet or more in width or forty body feet or more in length, or, when       
erected on site, is three hundred twenty or more square feet, and which is built
on a permanent chassis and designed to be used as a dwelling with or without a  
permanent foundation when connected to the required utilities, and includes the 
plumbing, heating, air conditioning, and electrical systems contained therein;  
except that such term shall include any structure which meets all the           
requirements of this paragraph except the size requirements and with respect to 
which the manufacturer voluntarily files a certification required by the        
Secretary of Housing and Urban Development and complies with the standards      
established under this chapter."                                                

         The depositor will cause the contracts to be assigned and/or pledged to
the trustee named in the related prospectus supplement for the benefit of the   
related securityholders. The master servicer will service the contracts, either 
by itself or through other servicers, pursuant to the pooling and servicing or  
servicing agreement.                                                            

         Except as otherwise specified in the related prospectus supplement, the
related prospectus supplement, or, if the information is not available in       
advance of the date of the related prospectus supplement, a current report on   
Form 8-K to be filed with the Commission, will specify, for the contracts       
contained in the related contract pool, among other things:                     

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o        the dates of origination of the contracts;                             
o        the weighted average annual percentage rate on the contracts;          
o        the range of outstanding principal balances as of the cut-off date;    
o        the average outstanding principal balance of the contracts as of the   
cut-off date;                                                                   
o        the weighted average term to maturity as of the cut-off date; and      
o        the range of original maturities of the contracts.                     

AGENCY SECURITIES                                                               

  The agency securities evidenced by a series of certificates will
consist of:                                                                     

o        mortgage participation certificates issued and guaranteed as to timely 
payment of interest and, unless otherwise specified in the related prospectus   
supplement, ultimate payment of principal by the Freddie Mac certificates,      

o        guaranteed mortgage pass-through certificates issued and guaranteed as 
to timely payment of principal and interest by the Fannie Mae certificates,     

o        fully modified pass-through mortgage-backed certificates guaranteed as 
to timely payment of principal and interest by the GNMA certificates,           

o        stripped mortgage-backed securities representing an undivided interest 
in all or a part of either the principal distributions (but not the principal   
distributions) or the interest distributions (but not the principal             
distributions) or in some specified portion of the principal and interest       
distributions (but not all such distributions) on certain Freddie Mac, Fannie   
Mae or GNMA certificates and, unless otherwise specified in the prospectus      
supplement, guaranteed to the same extent as the underlying securities,         

o        another type of guaranteed pass-through certificate issued or          
guaranteed by GNMA, Fannie Mae or Freddie Mac and described in the related      
prospectus supplement or                                                        

o        a combination of such agency securities.                               

      All GNMA certificates will be backed by the full faith and credit of
the United States. No Freddie Mac or Fannie Mae certificates will be backed,    
directly or indirectly, by the full faith and credit of the United States.      

     The agency securities may consist of pass-through securities issued
under Freddie Mac's Cash or Guarantor Program, the GNMA I Program, the GNMA II  
Program or another program specified in the prospectus supplement. The payment  
characteristics of the mortgage loans underlying the agency securities will be  
described in the related prospectus supplement.                                 

Government National Mortgage Association                                        

       GNMA is a wholly-owned corporate instrumentality of the United States
with the United States Department of Housing and Urban Development. Section     
306(g) of the Housing Act, authorizes GNMA to guarantee the timely payment of   
the principal of and interest on certificates which represent an interest in a  
pool of mortgage loans insured by FHA under the Housing Act, or Title V of the  
Housing Act of 1949 or partially guaranteed by the VA under the Servicemen's    
Readjustment Act of 1944, as amended, or Chapter 37 of Title 38, United States  
Code.                                                                           

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     Section 306(g) of the Housing Act provides that "the full faith and
credit of the United States is pledged to the payment of all amounts which may  
be required to be paid under any guarantee under this subsection." In order to  
meet its obligations under any such guarantee, GNMA may, under Section 306(d) of
the Housing Act, borrow from the United States Treasury in an amount which is at
anytime sufficient to enable GNMA, with no limitations as to amount, to perform 
its obligations under its guarantee.                                            

GNMA Certificates                                                               

       Each GNMA certificate held in a trust fund, which may be issued under
either the GNMA I Program or the GNMA II Program, will be a "fully modified     
pass-through" mortgaged-backed certificate issued and serviced by a mortgage    
banking company or other financial concern approved by GNMA or approved by      
Fannie Mae as a seller-servicer of FHA Loans and/or VA Loans. The mortgage loans
underlying the GNMA certificates will consist of FHA Loans and/or VA Loans. Each
of these mortgage loans is secured by a one- to four-family residential         
property. GNMA will approve the issuance of each GNMA certificate in accordance 
with a guaranty agreement between GNMA and the GNMA issuer. Pursuant to its     
guaranty agreement, a GNMA issuer will be required to advance its own funds in  
order to make timely payments of all amounts due on each GNMA certificate, even 
if the payments received by the GNMA issuer on the FHA Loans or VA Loans        
underlying each GNMA certificate are less than the amounts due on each GNMA     
certificate.                                                                    

       The full and timely payment of principal of and interest on each GNMA
certificate will be guaranteed by GNMA, which obligation is backed by the full  
faith and credit of the United States. Each GNMA certificate will have an       
original maturity of not more than 30 years (but may have original maturities of
substantially less than 30 years). Each GNMA certificate will be based on and   
backed by a pool of FHA Loans or VA Loans secured by one- to four-family        
residential properties and will provide for the payment by or on behalf of the  
GNMA issuer to the registered holder of the GNMA certificate of scheduled       
monthly payments of principal and interest equal to the registered holder's     
proportionate interest in the aggregate amount of the monthly principal and     
interest payment on each FHA Loan or VA Loan underlying the GNMA certificate,   
less the applicable servicing and guarantee fee which together equal the        
difference between the interest on the FHA Loan or VA Loan and the pass-through 
rate on the GNMA certificate. In addition, each payment will include            
proportionate pass-through payments of any prepayments of principal on the FHA  
Loans or VA Loans underlying the GNMA certificate and liquidation proceeds in   
the event of a foreclosure or other disposition of any FHA Loans or VA Loans.   

       If a GNMA issuer is unable to make the payments on a GNMA certificate
as it becomes due, it must promptly notify GNMA and request GNMA to make such   
payment. Upon notification and request, GNMA will make such payments directly to
the registered holder of the GNMA certificate. In the event no payment is made  
by a GNMA issuer and the GNMA issuer fails to notify and request GNMA to make   
such payment, the holder of the GNMA certificate will have recourse only against
GNMA to obtain such payment. The trustee or its nominee, as registered holder of
the GNMA certificates held in a trust fund, will have the right to proceed      
directly against GNMA under the terms of the guaranty agreements relating to    
such GNMA certificates for any amounts that are not paid when due.              

         All mortgage loans underlying a particular GNMA I certificate must have
the same interest rate, except for pools of mortgage loans secured by           
manufactured homes, over the term of the loan. The interest rate on such GNMA I 
certificate will equal the interest rate on the mortgage loans included in the  
pool of mortgage loans underlying such GNMA I certificate, less one-half        
percentage point per annum of the unpaid principal balance of the mortgage      
loans.                                                                          

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         Mortgage loans underlying a particular GNMA II certificate may have per
annum interest rates that vary from each other by up to one percentage point.   
The interest rate on each GNMA II certificate will be between one-half          
percentage point and one and one-half percentage points lower than the highest  
interest rate on the mortgage loans included in the pool of mortgage loans      
underlying such GNMA II certificate, except for pools of mortgage loans secured 
by manufactured homes.                                                          

         Regular monthly installment payments on each GNMA certificate held in a
trust fund will be comprised of interest due as specified on such GNMA          
certificate plus the scheduled principal payments on the FHA Loans or VA Loans  
underlying such GNMA certificate due on the first day of the month in which the 
scheduled monthly installments on such GNMA certificate is due. Such regular    
monthly installments on each such GNMA certificate are required to be paid to   
the trustee as registered holder by the 15th day of each month in the case of a 
GNMA I certificate and are required to be mailed to the trustee by the 20th day 
of each month in the case of a GNMA II certificate. Any principal prepayments on
any FHA Loans or VA Loans underlying a GNMA certificate held in a trust fund or 
any other early recovery of principal on such loan will be passed through to the
trustee as the registered holder of such GNMA certificate.                      

        GNMA certificates may be backed by graduated payment mortgage loans or
by buydown mortgage loans for which funds will have been provided, and deposited
into escrow accounts, for application to the payment of a portion of the        
borrowers' monthly payments during the early years of such mortgage loan.       
Payments due the registered holders of GNMA certificates backed by pools        
containing buydown mortgage loans will be computed in the same manner as        
payments derived from other GNMA certificates and will include amounts to be    
collected from both the borrower and the related escrow account. The graduated  
payment mortgage loans will provide for graduated interest payments that, during
the early years of such mortgage loans, will be less than the amount of stated  
interest on such mortgage loans. The interest not so paid will be added to the  
principal of such graduated payment mortgage loans and, together with interest  
thereon, will be paid in subsequent years. The obligations of GNMA and of a GNMA
issuer will be the same irrespective of whether the GNMA certificates are backed
by graduated payment mortgage loans or buydown mortgage loans. No statistics    
comparable to the FHA's prepayment experience on level payment, non-buydown     
mortgage loans are available in respect of graduated payment or buydown         
mortgages. GNMA certificates related to a series of certificates may be held in 
book-entry form.                                                                

   If specified in a prospectus supplement, GNMA certificates may be
backed by multifamily mortgage loans having the characteristics specified in    
such prospectus supplement.                                                     

Federal Home Loan Mortgage Corporation                                          

         Freddie Mac is a corporate instrumentality of the United States created
pursuant to the Freddie Mac Act. The common stock of Freddie Mac is owned by the
Federal Home Loan Banks. Freddie Mac was established primarily for the purpose  
of increasing the availability of mortgage credit for the financing of urgently 
needed housing. It seeks to provide an enhanced degree of liquidity for         
residential mortgage investments primarily by assisting in the development of   
secondary markets for conventional mortgages. The principal activity of Freddie 
Mac currently consists of the purchase of first lien conventional mortgage loans
or participation interests in such mortgage loans and the sale of the mortgage  
loans or participations so purchased in the form of mortgage securities,        
primarily Freddie Mac certificates. Freddie Mac is confined to purchasing, so   
far as practicable, mortgage loans that it deems to be of such quality, type and
class as to meet generally the purchase standards imposed by private            
institutional mortgage investors.                                               

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Freddie Mac Certificates                                                        

         Each Freddie Mac certificate represents an undivided interest in a pool
of mortgage loans that may consist of first lien conventional loans, FHA Loans  
or VA Loans, referred to together as a Freddie Mac certificate group. Freddie   
Mac certificates are sold under the terms of a mortgage participation           
certificate agreement. A Freddie Mac certificate may be issued under either     
Freddie Mac's Cash Program or Guarantor Program.                                

        Mortgage loans underlying the Freddie Mac certificates held in a trust
fund will consist of mortgage loans with original terms to maturity of between  
10 and 30 years. Each such mortgage loan must meet the applicable standards set 
forth in the Freddie Mac Act. A Freddie Mac certificate group may include whole 
loans, participation interests in whole loans and undivided interests in whole  
loans and/or participations comprising another Freddie Mac certificate group.   
Under the Guarantor Program, any such Freddie Mac certificate group may include 
only whole loans or participation interests in whole loans.                     
   Freddie Mac guarantees to each registered holder of a Freddie Mac
certificate the timely payment of interest on the underlying mortgage loans to  
the extent of the applicable certificate rate on the registered holder's pro    
rata share of the unpaid principal balance outstanding on the underlying        
mortgage loans in the Freddie Mac certificate group represented by such Freddie 
Mac certificate, whether or not received.                                       

        Freddie Mac also guarantees to each registered holder of a Freddie Mac
certificate collection by such holder of all principal on the underlying        
mortgage loans without any offset or deduction, to the extent of such holder's  
pro rata share thereof, but does not, except if and to the extent specified in  
the prospectus supplement for a series of certificates, guarantee the timely    
payment of scheduled principal. Under Freddie Mac's Gold PC Program, Freddie Mac
guarantees the timely payment of principal based on the difference between the  
pool factor, published in the month preceding the month of distribution and the 
pool factor published in such month of distribution. Pursuant to its guarantees,
Freddie Mac indemnifies holders of Freddie Mac certificates against any         
diminution in principal by reason of charges for property repairs, maintenance  
and foreclosure. Freddie Mac may remit the amount due on account of its         
guarantee of collection of principal at any time after default on an underlying 
mortgage loan, but not later than:                                              

o        30 days following foreclosure sale,                                    

o        30 days following payment of the claim by any mortgage insurer, or     

o        30 days following the expiration of any right of redemption, whichever 
occurs later, but in any event no later than one year after demand has been made
upon the mortgagor for accelerated payment of principal.                        

       In taking actions regarding the collection of principal after default
on the mortgage loans underlying Freddie Mac certificates, including the timing 
of demand for acceleration, Freddie Mac reserves the right to exercise its      
judgment with respect to the mortgage loans in the same manner as for mortgage  
loans which it has purchased but not sold. The length of time necessary for     
Freddie Mac to determine that a mortgage loan should be accelerated varies with 
the particular circumstances of each mortgagor, and Freddie Mac has not adopted 
standards which require that the demand be made within any specified period.    

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        Freddie Mac certificates are not guaranteed by the United States or by
any Federal Home Loan Bank and do not constitute debts or obligations of the    
United States or any Federal Home Loan Bank. The obligations of Freddie Mac     
under its guarantee are obligations solely of Freddie Mac and are not backed by,
nor entitled to, the full faith and credit of the United States. If Freddie Mac 
were unable to satisfy such obligations, distributions to holders of Freddie Mac
certificates would consist solely of payments and other recoveries on the       
underlying mortgage loans and, accordingly, monthly distributions to holders of 
Freddie Mac certificates would be affected by delinquent payments and defaults  
on such mortgage loans.                                                         

        Registered holders of Freddie Mac certificates are entitled to receive
their monthly pro rata share of all principal payments on the underlying        
mortgage loans received by Freddie Mac, including any scheduled principal       
payments, full and partial repayments of principal and principal received by    
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,   
and repurchases of the mortgage loans by Freddie Mac or the seller thereof.     
Freddie Mac is required to remit each registered Freddie Mac certificateholder's
pro rata share of principal payments on the underlying mortgage loans, interest 
at the Freddie Mac pass-through rate and any other sums such as prepayment fees,
within 60 days of the date on which such payments are deemed to have been       
received by Freddie Mac.                                                        

        Under Freddie Mac's Cash Program, there is no limitation on the amount
by which interest rates on the mortgage loans underlying a Freddie Mac          
certificate may exceed the pass-through rate on the Freddie Mac certificate.    
Under such program, Freddie Mac purchases groups of whole mortgage loans from   
sellers at specified percentages of their unpaid principal balances, adjusted   
for accrued or prepaid interest, which when applied to the interest rate of the 
mortgage loans and participations purchased, results in the yield expressed as a
percentage, required by Freddie Mac. The required yield, which includes a       
minimum, servicing fee retained by the servicer, is calculated using the        
outstanding principal balance. The range of interest rates on the mortgage loans
and participations in a Freddie Mac certificate group under the Cash Program    
will vary since mortgage loans and participations are purchased and assigned to 
a Freddie Mac certificate group based upon their yield to Freddie Mac rather    
than on the interest rate on the underlying mortgage loans. Under Freddie Mac's 
Guarantor Program, the pass-through rate on a Freddie Mac certificate is        
established based upon the lowest interest rate on the underlying mortgage      
loans, minus a minimum servicing fee and the amount of Freddie Mac's management 
and guaranty income as agreed upon between the seller and Freddie Mac.          

       Freddie Mac certificates duly presented for registration of ownership
on or before the last business day of a month are registered effective as of the
first day of the month. The first remittance to a registered holder of a Freddie
Mac certificate will be distributed so as to be received normally by the 15th   
day of the second month following the month in which the purchaser became a     
registered holder of the Freddie Mac certificates. Thereafter, such remittance  
will be distributed monthly to the registered holder so as to be received       
normally by the 15th day of each month. The Federal Reserve Bank of New York    
maintains book-entry accounts with respect to Freddie Mac certificates sold by  
Freddie Mac on or after January 2, 1985, and makes payments of principal and    
interest each month to the registered holders thereof in accordance with such   
holders' instructions.                                                          

Federal National Mortgage Association                                           

     Fannie Mae is a federally chartered and privately owned corporation
organized and existing under the Charter Act. Fannie Mae was originally         
established in 1938 as a United States government agency to provide supplemental
liquidity to the mortgage market and was transformed into a stockholder-owned   
and privately-managed corporation by legislation enacted in 1968.               

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Fannie Mae provides funds to the mortgage market primarily by 
purchasing mortgage loans from lenders, thereby replenishing their funds for    
additional lending. Fannie Mae acquires funds to purchase mortgage loans from   
many capital market investors that may not ordinarily invest in mortgages,      
thereby expanding the total amount of funds available for housing. Operating    
nationwide, Fannie Mae helps to redistribute mortgage funds from capital-surplus
to capital-short areas.                                                         

Fannie Mae Certificates                                                         

Fannie Mae certificates are guaranteed mortgage pass-through  
certificates representing fractional undivided interests in a pool of mortgage  
loans formed by Fannie Mae. Each mortgage loan must meet the applicable         
standards of the Fannie Mae purchase program. Mortgage loans comprising a pool  
are either provided by Fannie Mae from its own portfolio or purchased pursuant  
to the criteria of the Fannie Mae purchase program.                             

        Mortgage loans underlying Fannie Mae certificates held in a trust fund
will consist of conventional mortgage loans, FHA Loans or VA Loans. Original    
maturities of substantially all of the conventional, level payment mortgage     
loans underlying a Fannie Mae certificate are expected to be between either 8 to
15 years or 20 to 30 years. The original maturities of substantially all of the 
fixed rate level payment FHA Loans or VA Loans are expected to be 30 years.     

    Mortgage loans underlying a Fannie Mae certificate may have annual
interest rates that vary by as much as two percentage points from each other.   
The rate of interest payable on a Fannie Mae certificate is equal to the lowest 
interest rate of any mortgage loan in the related pool, less a specified minimum
annual percentage representing servicing compensation and Fannie Mae's guaranty 
fee. Under a regular servicing option, pursuant to which the mortgagee or other 
servicers assumes the entire risk of foreclosure losses, the annual interest    
rates on the mortgage loans underlying a Fannie Mae certificate will be between 
50 basis points and 250 basis points greater than in its annual pass-through    
rate and under a special servicing option, pursuant to which Fannie Mae assumes 
the entire risk for foreclosure losses, the annual interest rates on the        
mortgage loans underlying a Fannie Mae certificate will generally be between 55 
basis points and 255 basis points greater than the annual Fannie Mae certificate
pass-through rate. If specified in the prospectus supplement, Fannie Mae        
certificates may be backed by adjustable rate mortgages.                        

 Fannie Mae guarantees to each registered holder of a Fannie Mae
certificate that it will distribute amounts representing such holder's          
proportionate share of scheduled principal and interest payments at the         
applicable pass-through rate provided for by such Fannie Mae certificate on the 
underlying mortgage loans, whether or not received, and such holder's           
proportionate share of the full principal amount of any foreclosed or other     
finally liquidated mortgage loan, whether or not such principal amount is       
actually recovered. The obligations of Fannie Mae under its guarantees are      
obligations solely of Fannie Mae and are not backed by, nor entitled to, the    
full faith and credit of the United States. Although the Secretary of the       
Treasury of the United States has discretionary authority to lend Fannie Mae up 
to $2.25 billion outstanding at any time, neither the United States nor any     
agency thereof is obligated to finance Fannie Mae's operations or to assist     
Fannie Mae in any other manner. If Fannie Mae were unable to satisfy its        
obligations, distributions to holders of Fannie Mae certificates would consist  
solely of payments and other recoveries on the underlying mortgage loans and,   
accordingly, monthly distributions to holders of Fannie Mae certificates would  
be affected by delinquent payments and defaults on such mortgage loans.         

         Fannie Mae certificates evidencing interests in pools of mortgage loans
formed on or after May 1, 1985, other than Fannie Mae certificates backed by    
pools containing graduated payment mortgage loans or mortgage loans secured by  
multifamily projects, are available in book-entry form only. Distributions      

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of principal and interest on each Fannie Mae certificate will be made by Fannie 
Mae on the 25th day of each month to the persons in whose name the Fannie Mae   
certificate is entered in the books of the Federal Reserve Banks, or registered 
on the Fannie Mae certificate register in the case of fully registered Fannie   
Mae certificates, as of the close of business on the last day of the preceding  
month. With respect to Fannie Mae certificates issued in book-entry form,       
distributions thereon will be made by wire, and with respect to fully registered
Fannie Mae certificates, distributions thereon will be made by check.           

Stripped Mortgage-Backed Securities                                             

       Agency securities may consist of one or more stripped mortgage-backed
securities, each as described in the related prospectus supplement. Each such   
agency security will represent an undivided interest in all or part of either   
the principal distributions (but not the interest distributions) or the interest
distributions (but not the principal distributions), or in some specified       
portion of the principal and interest distributions (but not all of such        
distributions) on certain Freddie Mac, Fannie Mae or GNMA certificates. The     
underlying securities will be held under a trust agreement by Freddie Mac,      
Fannie Mae or GNMA, each as trustee, or by another trustee named in the related 
prospectus supplement. Freddie Mac, Fannie Mae or GNMA will guarantee each      
stripped agency security to the same extent as such entity guarantees the       
underlying securities backing such stripped agency security, unless otherwise   
specified in the related prospectus supplement.                                 

Other Agency Securities                                                         

     If specified in the related prospectus supplement, a trust fund may
include other mortgage pass-through certificates issued or guaranteed by GNMA,  
Fannie Mae or Freddie Mac. The characteristics of any such mortgage pass-through
certificates will be described in such prospectus supplement. If so specified, a
combination of different types of agency securities may be held in a trust fund.

PRIVATE MORTGAGE-BACKED SECURITIES                                              

General                                                                         

Private mortgage-backed securities may consist of mortgage    
participations or pass-through certificates evidencing an undivided interest in 
a pool of mortgage loans or collateralized mortgage obligations secured by      
mortgage loans. Any private mortgage-backed securities underlying any securities
will (i) either (a) have been previously registered under the Securities Act of 
1933, as amended, or (b) will be eligible for sale under Rule 144(k) under the  
Securities Act of 1933, as amended, and (ii) will be acquired in secondary      
market transactions from persons other than the issuer or its affiliates.       
Alternatively, if the private mortgage-backed securities were acquired from     
their issuer or its affiliates, or were issued by the depositor or any of its   
affiliates, then the private mortgage-backed securities will be registered under
the Securities Act of 1933, as amended, at the same time as the securities.     

        Private mortgage-backed securities will have been issued pursuant to a
pooling and servicing agreement, an indenture or similar agreement. The         
seller/servicer of the underlying mortgage loans will have entered into the     
private mortgage-backed securities with the trustee under such private          
mortgage-backed agreement. The private mortgage-backed trustee or its agent, or 
a custodian, will possess the mortgage loans underlying such private            
mortgage-backed security. Mortgage loans underlying a private mortgage-backed   
security will be serviced by a servicer directly or by one or more subservicers 
who may be subject to the supervision of the servicer. The servicer will be a   
Fannie Mae or Freddie Mac approved servicer and, if FHA Loans underlie the      
private mortgage-backed securities, approved by HUD as an FHA mortgagee.        

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The issuer of the private mortgage-backed securities will be a
financial institution or other entity engaged generally in the business of      
mortgage lending, a public agency or instrumentality of a state, local or       
federal government, or a limited purpose corporation organized for the purpose  
of among other things, establishing trusts and acquiring and selling housing    
loans to such trusts and selling beneficial interests in such trusts. If so     
specified in the prospectus supplement, the private mortgage-backed securities  
issuer may be an affiliate of the depositor. The obligations of the private     
mortgage-backed securities issuer will generally be limited to certain          
representations and warranties with respect to the assets conveyed by it to the 
related trust. Unless otherwise specified in the related prospectus supplement, 
the private mortgage-backed securities will not have guaranteed any of the      
assets conveyed to the related trust or any of the private mortgage-backed      
securities issued under the private mortgage backed agreement. Additionally,    
although the mortgage loans underlying the private mortgage-backed securities   
may be guaranteed by an agency or instrumentality of the United States, the     
private mortgage-backed securities themselves will not be so guaranteed.        

     Distributions of principal and interest will be made on the private
mortgage-backed securities on the dates specified in the related prospectus     
supplement. The private mortgage-backed securities may be entitled to receive   
nominal or no principal distributions or nominal or no interest distributions.  
Principal and interest distributions will be made on the private mortgage-backed
securities by the trustee or the servicer. The private mortgage-backed          
securities issuer or the private mortgage-backed securities may have the right  
to repurchase assets underlying the private mortgage-backed securities after a  
certain date or under other circumstances specified in the related prospectus   
supplement.                                                                     

Underlying Loans                                                                

      The mortgage loans underlying the private mortgage-backed securities
may consist of fixed rate, level payment, fully amortizing loans or graduated   
payment mortgage loans, buy-down loans, adjustable rate mortgage loans, or loans
having balloon or other special payment features. Such mortgage loans may be    
secured by single family property, multifamily property, manufactured homes or  
by an assignment of the proprietary lease or occupancy agreement relating to a  
specific dwelling within a cooperative and the related shares issued by such    
cooperative. Except as otherwise specified in the related prospectus supplement:

o        no mortgage loan will have had a loan-to-value ratio at origination in 
excess of 95% (except in the case of high loan-to-value loans),                 

o        each single family loan secured by a mortgaged property having a       
loan-to-value ratio in excess of 80% at origination will be covered by a primary
mortgage insurance policy (except in the case of high loan-to-value loans),     

o        each mortgage loan will have had an original term to stated maturity of
not less than 5 years and not more than 40 years,                               

o        no mortgage loan that was more than 30 days delinquent as to the       
payment of principal or interest will have been eligible for inclusion in the   
assets under the related agreement,                                             

o        each mortgage loan, other than a cooperative loan, will be required to 
be covered by a standard hazard insurance policy, which may be a blanket policy,
and                                                                             

o        each mortgage loan, other than a cooperative loan or a contract secured
by a manufactured home, will be covered by a title insurance policy.            

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Credit Support Relating to Private Mortgage-Backed Securities                   

     Credit support in the form of reserve funds, subordination of other
private mortgage-backed securities issued under the related agreement, letters  
of credit, insurance policies or cash flow agreements may be provided with      
respect to the mortgage loans underlying the private mortgage-backed securities 
or with respect to the private mortgage-backed securities themselves.           

Additional Information                                                          

 The prospectus supplement for a series for which the trust fund
includes private mortgage-backed securities will specify the aggregate          
approximate principal amount and type of the private mortgage-backed securities 
to be included in the trust fund and certain characteristics of the mortgage    
loans which comprise the underlying assets for the Private Mortgage-Backed      
Securities including                                                            

o        the payment features of such mortgage loans,                           

o        the approximate aggregate principal balance, if known, of underlying   
mortgage loans insured or guaranteed by a governmental entity,                  

o        the servicing fee or range of servicing fees with respect to the       
mortgage loans, and                                                             

o        the minimum and maximum stated maturities of the underlying mortgage   
loans at origination,                                                           

o        the maximum original term-to-stated maturity of the private            
mortgage-backed securities,                                                     

o        the weighted average term-to-stated maturity of the private            
mortgage-backed securities,                                                     

o        the pass-through or certificate rate of the private mortgage-backed    
securities,                                                                     

o        the weighted average pass-through or certificate rate of the private   
mortgage-backed securities,                                                     

o        the private mortgage-backed securities issuer, servicer, if other than 
the issuer, and the trustee for such private mortgage-backed securities,        

o        certain characteristics of credit support, if any, such as reserve     
funds, insurance policies, letters of credit, cash flow agreements or guarantees
relating to the mortgage loans underlying the private mortgage-backed securities
or to such private mortgage-backed securities themselves,                       

o        the term on which the underlying mortgage loans for such private       
mortgage-backed securities may, or are required to, be purchased prior to their 
stated maturity or the stated maturity of the private mortgage-backed           
securities, and                                                                 

o        the terms on which mortgage loans may be substituted for those         
originally underlying the private mortgage-backed securities.                   

 USE OF PROCEEDS

         The net proceeds to be received from the sale of the securities will be
applied by the depositor to the purchase of trust fund assets or will be used by
the depositor for general corporate purposes. The depositor expects that it will
make additional sales of securities similar to the securities from time to time,
but the timing and amount of offerings of securities will depend on a number of 
factors, including the                                                          

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volume of trust fund assets acquired by the depositor, prevailing interest      
rates, availability of funds and general market conditions.                     

YIELD CONSIDERATIONS

      Unless otherwise provided in the related prospectus supplement, each
monthly interest payment on a trust fund asset is calculated as one-twelfth of  
the applicable interest rate multiplied by the unpaid principal balance thereof.
Interest to be distributed on each distribution date to the holders of the      
various classes of securities, other than certain classes of strip securities,  
of each series will be similarly calculated for the applicable period, as       
one-twelfth of the applicable security interest rate multiplied by the          
outstanding principal balance thereof, except as provided below with respect to 
prepayments. In the case of strip securities with no or, in certain cases, a    
nominal principal balance, such distributions of stripped interest will be in an
amount, as to any distribution date, described in the related prospectus        
supplement.                                                                     

     The effective yield to securityholders will be lower than the yield
otherwise produced by the applicable security interest rate, or, as to a strip  
security, the distributions of stripped interest thereon, and purchase price,   
because although interest accrued on each trust fund asset during each month is 
due and payable on the first day of the following month, unless otherwise       
provided in the related prospectus supplement, the distribution of interest on  
the securities fund will not be made until the distribution date occurring in   
the month following the month of accrual of interest in the case of mortgage    
loans, and in later months in the case of agency securities or private          
mortgage-backed securities and in the case of a series of securities having     
distribution dates occurring at intervals less frequently than monthly.         

         Unless otherwise specified in the related prospectus supplement, when a
principal prepayment in full is made on a mortgage loan, a contract or a        
mortgage loan underlying a private mortgage-backed security, the borrower is    
charged interest only for the period from the due date of the preceding monthly 
payment up to the date of such prepayment, instead of for a full month.         
Accordingly, the effect of principal prepayments in full during any month will  
be to reduce the aggregate amount of interest collected that is available for   
distribution to securityholders. If so provided in the related prospectus       
supplement, certain of the mortgage loans or the mortgage loans underlying a    
private mortgage-backed security may contain provisions limiting prepayments    
hereof or requiring the payment of a prepayment penalty upon prepayment in full 
or in part. Unless otherwise specified in the related prospectus supplement,    
partial principal prepayments are applied, other than a revolving credit loan,  
on the first day of the month following receipt, with no resulting reduction in 
interest payable for the period, other than with respect to a revolving credit  
loan, in which the partial principal prepayment is made. Unless specified       
otherwise in the related prospectus supplement, neither the trustee, the master 
servicer nor the depositor will be obligated to fund shortfalls in interest     
collections resulting from prepayments. Holders of agency securities are        
entitled to a full month's interest in connection with prepayments in full of   
the underlying mortgage loans. Full and partial principal prepayments collected 
during the applicable prepayment period will be available for distribution to   
securityholders on the related distribution date. Unless otherwise provided in  
the related prospectus supplement, a prepayment period in respect of any        
distribution date will commence on the first day of the month in which the      
preceding distribution date occurs, or, as to the first prepayment period, the  
day after the cut-off date, and will end on the last day of the month prior to  
the month in which the related distribution date occurs. See "Maturity and      
Prepayment Considerations" and "Description of the Securities--General".        

      In addition, if so specified in the related prospectus supplement, a
holder of a non-offered class of securities, the call class, will have the      
right, solely at its discretion, to terminate the related trust fund on any     
distribution date after the 12th distribution date following the date of initial
issuance of the related                                                         

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series of securities and until such date as the clean-up call becomes           
exercisable and thereby effect early retirement of the securities of such       
series. Any such call will be of the entire trust fund at one time; multiple    
calls with respect to any series of securities will not be permitted. Such      
termination would result in the concurrent retirement of all outstanding        
securities of the related series and would decrease the average lives of such   
securities, perhaps significantly. The earlier after the closing date that such 
termination occurs, the greater would be such effect.                           

      The outstanding principal balances of revolving credit loans are, in
most cases, much smaller than traditional first lien mortgage loan balances, and
the original terms to maturity of those loans are often shorter than those of   
traditional first lien mortgage loans. As a result, changes in interest rates   
will not affect the monthly payments on those loans or contracts to the same    
degree that changes in mortgage interest rates will affect the monthly payments 
on traditional first lien mortgage loans. Consequently, the effect of changes in
prevailing interest rates on the prepayment rates on shorter-term, smaller      
balance loans and contracts may not be similar to the effects of those changes  
on traditional first lien mortgage loan prepayment rates, or those effects may  
be similar to the effects of those changes on mortgage loan prepayment rates,   
but to a smaller degree.                                                        

      For some loans, including revolving credit loans and adjustable rate
mortgage loans, the loan rate at origination may be below the rate that would   
result if the index and margin relating thereto were applied at origination.    
Under the applicable underwriting standards, the borrower under each of the     
loans, other than a revolving credit loan, usually will be qualified on the     
basis of the loan rate in effect at origination, and borrowers under revolving  
credit loans are usually qualified based on an assumed payment which reflects a 
rate significantly lower than the maximum rate. The repayment of any such loan  
may thus be dependent on the ability of the borrower to make larger monthly     
payments following the adjustment of the loan rate. In addition, depending upon 
the use of the revolving credit line and the payment patterns, during the       
repayment period, a borrower may be obligated to make payments that are higher  
than the borrower originally qualified for. Some of the revolving credit loans  
are not expected to significantly amortize prior to maturity. As a result, a    
borrower will, in these cases, be required to pay a substantial principal amount
at the maturity of a revolving credit loan.                                     

       The prospectus supplement for each series of securities may set forth
additional information regarding yield considerations.                          

MATURITY AND PREPAYMENT CONSIDERATIONS

         The original terms to maturity of the trust fund assets in a particular
trust fund will vary depending upon the type of mortgage loans underlying or    
comprising the trust fund assets in such trust fund. Each prospectus supplement 
will contain information with respect to the type and maturities of the trust   
fund assets in the related trust fund. Unless otherwise specified in the related
prospectus supplement, all of the single-family loans, revolving credit loans,  
cooperative loans, contracts and all of the mortgage loans underlying the agency
securities and private mortgage-backed securities may be prepaid without penalty
in full or in part at any time. If so provided in the related prospectus        
supplement, certain of the mortgage loans may contain provisions prohibiting    
prepayment for a specified period after the origination date, a lockout period  
and the date of expiration thereof, a lockout date, prohibiting partial         
prepayments entirely or prohibiting prepayment in full or in part without a     
prepayment penalty.                                                             

The prepayment experience on the mortgage loans and contracts 
underlying or comprising the trust fund assets in a trust fund will affect the  
weighted average life of the related series of securities. Weighted average life
refers to the average amount of time that will elapse from the date of issuance 
of a security until each dollar of principal of such security will be repaid to 
the investor. The weighted                                                      

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average life of the securities of a series will be influenced by the rate at    
which principal on the mortgage loans underlying or comprising the trust fund   
assets included in the related trust fund is paid, which payments may be in the 
form of scheduled amortization or prepayments, for this purpose, the term       
"prepayment" includes prepayments, in whole or in part, and liquidations due to 
default and hazard or condemnation losses. The rate of prepayment with respect  
to fixed rate mortgage loans has fluctuated significantly in recent years. In   
general, if interest rates fall below the interest rates on the mortgage loans  
underlying or comprising the trust fund assets, the rate of prepayment would be 
expected to increase. There can be no assurance as to the rate of prepayment of 
the mortgage loans underlying or comprising the trust fund assets in any trust  
fund. The depositor is not aware of any publicly available statistics relating  
to the principal prepayment experience of diverse portfolios of mortgage loans  
over an extended period of time. All statistics known to the depositor that have
been compiled with respect to prepayment experience on mortgage loans indicates 
that while some mortgage loans may remain outstanding until their stated        
maturities, a substantial number will be paid prior to their respective stated  
maturities. The depositor is not aware of any historical prepayment experience  
with respect to mortgage loans secured by properties located in Puerto Rico or  
Guam and, accordingly, prepayments on such loans may not occur at the same rate 
or be affected by the same factors as other mortgage loans.                     

         A number of factors, including homeowner mobility, economic conditions,
enforceability of due-on-sale clauses, mortgage market interest rates, the terms
of the mortgage loans, as affected by the existence of lockout provisions,      
due-on-sale and due-on-encumbrance clauses and prepayment fees, the quality of  
management of the mortgaged properties, possible changes in tax laws and the    
availability of mortgage funds, may affect prepayment experience.               

       There are no uniform statistics compiled for prepayments of contracts
relating to manufactured homes. Prepayments on the contracts may be influenced  
by a variety of economic, geographic, social and other factors, including       
repossessions, aging, seasonality and interest rate fluctuations. Other factors 
affecting prepayment of mortgage loans or contracts include changes in housing  
needs, job transfers, unemployment and servicing decisions. An investment in    
notes or certificates, as applicable, evidencing interests in, or secured by,   
contracts may be affected by, among other things, a downturn in regional or     
local economic conditions. These regional or local economic conditions are often
volatile, and historically have affected the delinquency, loan loss and         
repossession experience of the contracts. To the extent that losses on the      
contracts are not covered by the subordinated amount, if any, letters of credit,
applicable insurance policies, if any, or by any alternative credit support,    
holders of the notes or certificates, as applicable, of a series evidencing     
interests in, or secured by, contracts will bear all risk of loss resulting from
default by obligors and will have to look primarily to the value of the         
manufactured homes, which generally depreciate in value, for recovery of the    
outstanding principal of and unpaid interest on the defaulted contracts.        

  The multifamily loans may contain due-on-encumbrance provisions,
permitting the lender to accelerate the maturity of the multifamily loan upon   
further encumbrance by the borrower of the underlying multifamily property.     
Conventional mortgage loans that underlie Freddie Mac certificates and Fannie   
Mae certificates may contain, and in certain instances must contain, such       
due-on-sale provisions. While most contracts will contain "due-on-sale"         
provisions permitting the holder of the contract to accelerate the maturity of  
the contract upon conveyance by the borrower, to the extent provided in the     
related prospectus supplement, the master servicer may permit proposed          
assumptions of contracts where the proposed buyer meets the underwriting        
standards described below. Any assumption would have the effect of extending the
average life of the contracts. FHA Loans and contracts, VA Loans and contracts  
and other mortgage loans underlying GNMA certificates contain no such clause and
may be assumed by the purchaser of the mortgaged property. Thus, the rate of    
prepayments on FHA Loans, VA Loans and                                          

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other mortgage loans underlying GNMA certificates may be lower than that of     
conventional mortgage loans bearing comparable interest rates.                  

    With respect to a series of securities evidencing interests in the
trust fund including mortgage loans and/or contracts, unless otherwise provided 
in the related prospectus supplement, the master servicer generally will enforce
any due-on-sale clause or due-on-encumbrance clause, to the extent it has       
knowledge of the conveyance or encumbrance or the proposed conveyance or        
encumbrance of the underlying mortgaged property and reasonably believes that it
is entitled to do so under applicable law; provided, however, that the master   
servicer will not take any enforcement action that would impair or threaten to  
impair any recovery under any related insurance policy. See "Description of the 
Securities--Collection and Other Servicing Procedures" and "Legal Aspects of    
Mortgage Loans--Enforceability of Certain Provisions" and "--Prepayment Charges 
and Prepayments" for a description of certain provisions of each agreement and  
certain legal developments that may affect the prepayment experience on the     
mortgage loans. See "Description of the Securities--Termination" for a          
description of the possible early termination of any series of securities. See  
also "Mortgage Loan Program--Representations by or on behalf of Mortgage Loan   
Sellers; Repurchases" and "Description of the Securities--Assignment of Trust   
Fund Assets" for a description of the obligation of the mortgage loan sellers,  
the master servicer and the depositor to repurchase mortgage loans or contracts 
under certain circumstances. In addition, if the applicable agreement for a     
series of securities provides for a pre-funding account or other means of       
funding the transfer of additional mortgage loans or contracts to the related   
trust fund, as described under "Description of the Securities--Pre-Funding      
Account", and the trust fund is unable to acquire such additional mortgage loans
or contracts within any applicable time limit, the amounts set aside for such   
purpose may be applied as principal payments on one or more classes of          
securities of such series.                                                      

         There can be no assurance as to the rate of principal payments or draws
on the revolving credit loans. In most cases, the revolving credit loans may be 
prepaid in full or in part without penalty. The prospectus supplement will      
specify whether loans may not be prepaid in full or in part without penalty. The
rate of principal payments and the rate of draws, if applicable, may fluctuate  
substantially from time to time. Such loans may experience a higher rate of     
prepayment than typical first lien mortgage loans. Due to the unpredictable     
nature of both principal payments and draws, the rates of principal payments net
of draws for those loans may be much more volatile than for typical first lien  
mortgage loans.                                                                 

For any series of securities backed by revolving credit loans,
provisions governing whether future draws on the revolving credit loans will be 
included in the trust will have a significant effect on the rate and timing of  
principal payments on the securities. The rate at which additional balances are 
generated may be affected by a variety of factors. The yield to maturity of the 
securities of any series, or the rate and timing of principal payments on the   
loans may also be affected by the risks associated with other loans.            

      As a result of the payment terms of the revolving credit loans or of
the mortgage provisions relating to future draws, there may be no principal     
payments on those securities in any given month. In addition, it is possible    
that the aggregate draws on revolving credit loans included in a pool may exceed
the aggregate payments of principal on those revolving credit loans for the     
related period. If specified in the accompanying prospectus supplement, a series
of securities may provide for a period during which all or a portion of the     
principal collections on the revolving credit loans are reinvested in additional
balances or are accumulated in a trust account pending commencement of an       
amortization period relating to the securities.                                 

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 THE DEPOSITOR

       Citigroup Mortgage Loan Trust Inc., as depositor, was incorporated in
the State of Delaware on July 16, 2003 as an indirect wholly-owned subsidiary of
Citigroup Financial Products Inc. and is an affiliate of Citigroup Global       
Markets Inc. The depositor was organized for the purpose of serving as a private
secondary mortgage market conduit. The depositor maintains its principal office 
at 390 Greenwich Street, 4th Floor, New York, New York 10013. Its telephone     
number is (212) 816-6000.                                                       

        The depositor does not have, nor is it expected in the future to have,
any significant assets.                                                         

 MORTGAGE LOAN PROGRAM

      The mortgage loans and contracts will be purchased by the depositor,
either directly or indirectly, from the mortgage loan sellers. The mortgage     
loans and contracts so acquired by the depositor will have been originated by   
the Originators in accordance with the underwriting criteria specified below    
under "Underwriting Standards".                                                 

UNDERWRITING STANDARDS                                                          

     All mortgage loans will have been subject to underwriting standards
acceptable to the depositor and applied as described below. Each mortgage loan  
seller, or another party on its behalf, will represent and warrant that mortgage
loans purchased by or on behalf of the depositor from it have been originated by
the related originators in accordance with such underwriting standards.         

      Unless otherwise specified in the related prospectus supplement, the
underwriting standards are applied by the originators to evaluate the borrower's
credit standing and repayment ability, and the value and adequacy of the        
mortgaged property as collateral. Initially, a prospective borrower is required 
to fill out a detailed application regarding pertinent credit information. As   
part of the description of the borrower's financial condition, the borrower is  
required to provide a current balance sheet describing assets and liabilities   
and a statement of income and expenses, as well as an authorization to apply for
a credit report that summarizes the borrower's credit history with local        
merchants and lenders and any record of bankruptcy. In addition, an employment  
verification is obtained that reports the borrower's current salary and may     
contain information regarding length of employment and whether it is expected   
that the borrower will continue such employment in the future. If a prospective 
borrower is self-employed, the borrower is required to submit copies of signed  
tax returns. The borrower may also be required to authorize verification of     
deposits at financial institutions where the borrower has demand or savings     
accounts. In the case of a multifamily loan, the borrower is also required to   
provide certain information regarding the related multifamily property,         
including a current rent schedule, the type and length of leases and pro forma  
operating income statements. In addition, the depositor will consider:          

o        the location of the multifamily property,                              

o        the availability of competitive lease space and rental income of       
comparable properties in the relevant market area,                              

o        the overall economy and demographic features of the geographic area and

o        the mortgagor's prior experience in owning and operating properties    
similar to the Multifamily Properties.                                          

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         In determining the adequacy of the property as collateral, an appraisal
is made of each property considered for financing, except in the case of new    
manufactured homes, as described under "The Trust Funds". Each appraiser is     
selected in accordance with predetermined guidelines established for appraisers.
The appraiser is required to inspect the property and verify that it is in good 
condition and that construction, if new, has been completed. With respect to    
properties other than multifamily properties, the appraisal is based on the     
market value of comparable homes, the estimated rental income if considered     
applicable by the appraiser and the cost of replacing the home.                 

    With respect to multifamily properties, the appraisal must specify
whether an income analysis, a market analysis or a cost analysis was used. An   
appraisal employing the income approach to value analyzes a property's cash     
flow, expenses, capitalization and other operational information in determining 
the property's value.                                                           

        The market approach to value analyzes the prices paid for the purchase
of similar properties in the property's area, with adjustments made for         
variations between these other properties and the property being appraised. The 
cost approach requires the appraiser to make an estimate of land value and then 
determine the current cost of reproducing the building less any accrued         
depreciation. In any case, the value of the property being financed, as         
indicated by the appraisal, must be such that it currently supports, and is     
anticipated to support in the future, the outstanding loan balance.             

       In the case of single family loans and contracts, once all applicable
employment, credit and property information is received, a determination is made
as to whether the prospective borrower has sufficient monthly income available  
to:                                                                             

o        meet the borrower's monthly obligations on the proposed mortgage loan, 
determined on the basis of the monthly payments due in the year of origination, 
and other expenses related to the home such as property taxes and hazard        
insurance and                                                                   

o        meet monthly housing expenses and other financial obligations and      
monthly living expenses.                                                        

     Unless otherwise provided in the related prospectus supplement, the
underwriting standards to be applied to the single family loans will be         
generally similar to the traditional underwriting guidelines used by Fannie Mae 
and Freddie Mac which are in effect at the time of origination of each single   
family loan, except that the ratios at origination of the amounts described     
above to the applicant's stable monthly gross income may exceed in certain cases
the then applicable Fannie Mae and Freddie Mac guidelines, but such ratios in   
general may not exceed 33% and 38%, respectively, of the applicant's stable     
monthly gross income. Such underwriting standards may be varied in appropriate  
cases.                                                                          

   High loan-to-value loans are underwritten with an emphasis on the
creditworthiness of the related mortgagor. Such mortgage loans are underwritten 
with a limited expectation of recovering any amounts from the foreclosure of the
related mortgaged property.                                                     

      In the case of a single family loan or multifamily loan secured by a
leasehold interest in a residential property, the title to which is held by a   
third party lessor, the mortgage loan seller, or another party on its behalf, is
required to warrant, among other things, that the remaining term of the lease   
and any sublease be at least five years longer than the remaining term of the   
mortgage loan.                                                                  

        The mortgaged properties may be located in states where, in general, a
lender providing credit on a residential property may not seek a deficiency     
judgment against the mortgagor but rather must look solely to the property for  
repayment in the event of foreclosure. The underwriting standards to be applied 

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to the mortgage loans in all states, including anti-deficiency states, require  
that the value of the property being financed, as indicated by the appraisal,   
currently supports and is anticipated to support in the future the outstanding  
principal balance of the mortgage loan.                                         

      With respect to any FHA loan the mortgage loan seller is required to
represent that the FHA loan complies with the applicable underwriting policies  
of the FHA. See "Description of Primary Insurance Policies--FHA Insurance". With
respect to any VA loan, the mortgage loan seller is required to represent that  
the VA loan complies with the applicable underwriting policies of the VA. See   
"Description of Primary Insurance Policies-VA Guarantee".                       

      Conventional contracts will comply with the underwriting policies of
the Originator or the mortgage loan seller of the contracts described in the    
related prospectus supplement. Except as described below or in the related      
prospectus supplement, the depositor believes that these policies were          
consistent with those utilized by mortgage lenders or manufactured home lenders 
generally during the period of origination.                                     

  With respect to a contract made in connection with the obligor's
purchase of a manufactured home, the "appraised value" is the amount determined 
by a professional appraiser. The appraiser must personally inspect the          
manufactured home and prepare a report which includes market data based on      
recent sales of comparable manufactured homes and, when deemed applicable, a    
replacement cost analysis based on the current cost of a similar manufactured   
home. Unless otherwise specified in the related prospectus supplement, the      
"loan-to-value ratio" will be equal to the original principal amount of the     
contract divided by the lesser of the "appraised value" or the sales price for  
the manufactured home.                                                          

        The recent foreclosure or repossession and delinquency experience with
respect to loans serviced by the master servicer or, if applicable, a           
significant sub-servicer will be provided in the related prospectus supplement. 

    Certain of the types of loans that may be included in the mortgage
pools are recently developed and may involve additional uncertainties not       
present in traditional types of loans. For example, certain of such mortgage    
loans may provide for escalating or variable payments by the borrower. These    
types of mortgage loans are underwritten on the basis of a judgment that        
borrowers will have the ability to make larger monthly payments in subsequent   
years. In some instances, however, a borrower's income may not be sufficient to 
make loan payments as such payments increase. Unless otherwise specified in the 
related prospectus supplement, the multifamily loans will be nonrecourse loans, 
as to which, in the event of mortgagor default, recourse may only be had against
the specific multifamily property pledged to secure that multifamily loan, and  
not against the mortgagor's assets.                                             

QUALIFICATIONS OF ORIGINATORS AND MORTGAGE LOAN SELLERS                         

       Unless otherwise specified in the related prospectus supplement, each
originator and mortgage loan seller of mortgage loans will be required to       
satisfy the qualifications set forth below. Each originator of mortgage loans   
must be an institution experienced in originating and servicing conventional    
mortgage loans in accordance with accepted practices and prudent guidelines, and
must maintain satisfactory facilities to originate and service those loans. Each
originator and mortgage loan seller of mortgage loans must be a seller/servicer 
approved by either Fannie Mae or Freddie Mac. Each originator and mortgage loan 
seller of mortgage loans must be a HUD-approved mortgagee or an institution the 
deposit accounts in which are insured by the BIF or SAIF of the FDIC. In        
addition, with respect to FHA Loans or VA Loans, each originator must be        
approved to originate such mortgage loans by the FHA or VA, as                  

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applicable. In addition, each originator and mortgage loan seller must satisfy  
certain criteria as to financial stability evaluated on a case by case basis by 
the depositor.                                                                  

REPRESENTATIONS BY OR ON BEHALF OF MORTGAGE LOAN SELLERS; REPURCHASES           

     Each mortgage loan seller, or a party on its behalf, will have made
representations and warranties in respect of the mortgage loans sold by such    
mortgage loan seller. Such representations and warranties include, unless       
otherwise provided in the related prospectus supplement, among other things:    

o        that any required hazard insurance was effective at the origination of 
each mortgage loan, and that each such policy remained in effect on the date of 
purchase of the mortgage loan from the mortgage loan seller by or on behalf of  
the depositor;                                                                  

o        that, in the case of single-family loans and multifamily loans, either 
(i) title insurance insuring, subject only to permissible title insurance       
exceptions, the lien status of the mortgage was effective at the origination of 
each mortgage loan and such policy remained in effect on the date of purchase of
the mortgage loan from the mortgage loan seller by or on behalf of the depositor
or (ii) if the mortgaged property securing any mortgage loan is located in an   
area where such policies are generally not available, there is in the related   
mortgage file an attorney's certificate of title indicating, subject to such    
permissible exceptions set forth therein, the first lien status of the mortgage;

o        that the mortgage loan seller had good title to each mortgage loan and 
each mortgage loan was subject to no offsets, defenses, counterclaims or rights 
of rescission except to the extent that any buydown agreement may forgive       
certain indebtedness of a borrower;                                             

o        that each mortgage constituted a valid first lien on, or security      
interest in, the mortgaged property, subject only to permissible title insurance
exceptions and senior liens, if any, and that the mortgaged property was free   
from damage and was in good repair;                                             

o        that there were no delinquent tax or assessment liens against the      
mortgaged property;                                                             

o        that each mortgage loan was current as to all required payments; and   

o        that each mortgage loan was made in compliance with, and is enforceable
under, all applicable local, state and federal laws and regulations in all      
material respects.                                                              

If a person other than a mortgage loan seller makes any of the
foregoing representations and warranties on behalf of such mortgage loan seller,
the identity of such person will be specified in the related prospectus         
supplement. Any person making representations and warranties on behalf of a     
mortgage loan seller shall be an affiliate thereof or such other person         
acceptable to the depositor having knowledge regarding the subject matter of    
such representations and warranties.                                            

     All of the representations and warranties made by or on behalf of a
mortgage loan seller in respect of a mortgage loan will have been made as of the
date on which such mortgage loan seller sold the mortgage loan to or on behalf  
of the depositor. A substantial period of time may have elapsed between such    
date and the date of initial issuance of the series of securities evidencing an 
interest in such mortgage loan. Unless otherwise specified in the related       
prospectus supplement, in the event of a breach of any such representation or   
warranty, the mortgage loan seller will be obligated to cure such breach or     
repurchase or replace the affected mortgage loan as described below. Since the  
representations and warranties made by or on behalf of such mortgage loan seller
do not address events that may occur                                            

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following the sale of a mortgage loan by such mortgage loan seller, it will have
a cure, repurchase or substitution obligation in connection with a breach of    
such a representation and warranty only if the relevant event that causes such  
breach occurs prior to the date of such sale. A mortgage loan seller would have 
no such obligations if the relevant event that causes such breach occurs after  
the date of such sale. However, the depositor will not include any mortgage loan
in the trust fund for any series of securities if anything has come to the      
depositor's attention that would cause it to believe that the representations   
and warranties made in respect of such mortgage loan will not be accurate and   
complete in all material respects as of the date of initial issuance of the     
related series of securities.                                                   

       The only representations and warranties to be made for the benefit of
holders of securities in respect of any mortgage loan relating to the period    
commencing on the date of sale of such mortgage loan by the mortgage loan seller
to or on behalf of the depositor will be certain limited representations of the 
depositor and of the master servicer described below under "Description of the  
Securities--Assignment of Trust Fund Assets". If the master servicer is also a  
mortgage loan seller with respect to a particular series, such representations  
will be in addition to the representations and warranties made by the master    
servicer in its capacity as a mortgage loan seller.                             

      The master servicer and/or trustee will promptly notify the relevant
mortgage loan seller of any breach of any representation or warranty made by or 
on behalf of it in respect of a mortgage loan that materially and adversely     
affects the value of such mortgage loan or the interests therein of the         
securityholders. If such mortgage loan seller cannot cure such breach within 60 
days from the date on which the mortgage loan seller was notified of such       
breach, then such mortgage loan seller will be obligated to repurchase such     
mortgage loan from the trustee within 90 days from the date on which the        
mortgage loan seller was notified of such breach, at the purchase price         
therefor.                                                                       

    As to any mortgage loan, unless otherwise specified in the related
prospectus supplement, the Purchase Price is equal to the sum of:               

o        the unpaid principal balance thereof,                                  

o        unpaid accrued interest on the stated principal balance at the net     
interest rate from the date as to which interest was last paid to the end of the
calendar month in which the relevant purchase is to occur,                      

o        any unpaid servicing fees and certain unreimbursed servicing expenses  
payable or reimbursable to the master servicer with respect to such mortgage    
loan,                                                                           

o        any unpaid Retained Interest with respect to such mortgage loan,       

o        any realized losses, as described below under "Description of the      
Securities--Allocation of Losses", incurred with respect to such mortgage loan, 
and                                                                             

o        if applicable, any expenses reasonably incurred or to be incurred by   
the master servicer or the trustee in respect of the breach or defect giving    
rise to a purchase obligation.                                                  

   Unless otherwise provided in the related prospectus supplement, a
mortgage loan seller, rather than repurchase a mortgage loan as to which a      
breach has occurred, will have the option, within a specified period after      
initial issuance of the related series of securities, to cause the removal of   
such mortgage loan from the trust fund and substitute in its place one or more  
other mortgage loans, in accordance with the standards described below under    
"Description of the Securities--Assignment of the Mortgage Loans". The master   
servicer will be required under the applicable pooling and servicing            

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agreement or servicing agreement to use its best efforts to enforce such        
obligations of the mortgage loan seller for the benefit of the trustee and the  
holders of the securities, following the practices it would employ in its good  
faith business judgment were it the owner of such mortgage loan. This repurchase
or substitution obligation will constitute the sole remedy available to holders 
of securities or the trustee for a breach of representation by a mortgage loan  
seller. See "Description of the Securities--General".                           

     The stated principal balance of any mortgage loan as of any date of
determination is equal to the principal balance thereof as of the cut-off date, 
after application of all scheduled principal payments due on or before the      
cut-off date, whether or not received, reduced by all amounts, including        
advances by the master servicer, allocable to principal that are distributed to 
securityholders on or before the date of determination, and as further reduced  
to the extent that any realized loss as defined below thereon has been, or, if  
it had not been covered by any form of credit support, would have been,         
allocated to one or more classes of securities on or before the date of         
determination.                                                                  

      With respect to the contracts, the mortgage loan seller will make or
cause to be made representations and warranties as to the types and geographical
distribution of the contracts and as to the accuracy in all material respects of
information furnished to the trustee in respect of each contract. In addition,  
the mortgage loan seller of the contracts will represent and warrant that, as of
the cut-off date, unless otherwise specified in the related prospectus          
supplement, no contract was more than 30 days delinquent as to payment of       
principal and interest. Upon a breach of any representation that materially and 
adversely affects the interest of the related securityholders in a contract, the
mortgage loan seller will be obligated either to cure the breach in all material
respects or to purchase the contract or, if so specified in the related         
prospectus supplement, to substitute another contract as described below. This  
repurchase or substitution obligation will constitute the sole remedy available 
to the securityholders or the trustee for a breach of a representation by the   
mortgage loan seller.                                                           

    If provided in the related prospectus supplement, if the depositor
discovers or receives notice of any breach of its representations and warranties
relating to a contract within two years or another period specified in the      
related prospectus supplement of the date of the initial issuance of the notes  
or certificates, as applicable, the depositor may remove the contract from the  
trust fund, rather than repurchase the contract as provided above, and          
substitute in its place another contract. Any substitute contract, on the date  
of substitution, will                                                           

o        have an outstanding principal balance, after deduction of all scheduled
payments due in the month of substitution, not in excess of the outstanding     
principal balance of the deleted contract, the amount of any shortfall to be    
distributed to securityholders in the month of substitution,                    

o        have an annual percentage rate not less than, and not more than 1%     
greater than, the annual percentage rate of the deleted contract,               

o        have a remaining term to maturity not greater than, and not more than  
one year less than, that of the deleted contract and                            

o        comply with all the representations and warranties set forth in the    
agreement as of the date of substitution.                                       

    Neither the depositor nor the master servicer will be obligated to
purchase or substitute for a mortgage loan or contract if a mortgage loan seller
defaults on its obligation to do so, and no assurance can be given that mortgage
loan sellers will carry out such obligations with respect to mortgage loans or  
contracts. To the extent that a breach of the representations and warranties of 
a mortgage loan seller may                                                      

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also constitute a breach of a representation made by the depositor, the         
depositor may have a repurchase or substitution obligation as described below   
under "Description of the Securities--Assignment of Trust Fund Assets".         

 DESCRIPTION OF THE SECURITIES

      The securities will be issued in series. Each series of certificates
evidencing interests in a trust fund consisting of mortgage loans will be issued
pursuant to an agreement called the pooling and servicing agreement, among the  
depositor, the master servicer if the depositor is not acting as master         
servicer, and the trustee named in the prospectus supplement. Each series of    
notes evidencing indebtedness of a trust fund consisting of mortgage loans will 
be issued pursuant to an indenture between the related issuer and the trustee   
named in the prospectus supplement. Such trust fund will be created pursuant to 
a owner trust agreement between the depositor and the owner trustee. The issuer 
will be the depositor or an owner trust established by it for the purpose of    
issuing such series of notes. Where the issuer is an owner trust, the ownership 
of the trust fund will be evidenced by equity certificates issued under the     
owner trust agreement. Each series of securities evidencing interests in a trust
fund consisting exclusively of agency securities or private mortgage-backed     
securities will be issued pursuant to a trust agreement between the depositor   
and the trustee. The provisions of each agreement will vary depending upon the  
nature of the securities to be issued thereunder and the nature of the related  
trust fund. Various forms of pooling and servicing agreement, servicing         
agreement, owner trust agreement, trust agreement and indenture have been filed 
as exhibits to the registration statement of which this prospectus is a part.   
The following summaries describe certain provisions which may appear in each    
agreement. The prospectus supplement for a series of securities will describe   
any provision of the agreement relating to such series that materially differs  
from the description thereof contained in this prospectus. The summaries do not 
purport to be complete and are subject to, and are qualified in their entirety  
by reference to, all of the provisions of the related agreements for each trust 
fund and the related prospectus supplement. As used in this prospectus with     
respect to any series, the term certificate or the term note refers to all of   
the certificates or notes of that series, whether or not offered by this        
prospectus and by the related prospectus supplement, unless the context         
otherwise requires.                                                             

GENERAL                                                                         

         The certificates of each series including any class of certificates not
offered by this prospectus will be issued in fully registered form only and will
represent the entire beneficial ownership interest in the trust fund created    
pursuant to the related agreement. The notes of each series including any class 
of notes not offered by this prospectus will be issued in fully registered form 
only and will represent indebtedness of the trust fund created pursuant to the  
related agreement. If so provided in the prospectus supplement, any class of    
securities of any series may be represented by a certificate or note registered 
in the name of a nominee of the DTC. The interests of beneficial owners of such 
securities will be represented by such entries on the records of participating  
members of DTC. Definitive certificates or notes will be available for such     
securities only under limited circumstances as provided in the related          
prospectus supplement. Unless otherwise provided in the related prospectus      
supplement, each trust fund will consist of:                                    

o        such trust fund assets, or interests therein, exclusive of the Retained
Interest on a trust fund asset retained by the depositor or any previous owner  
thereof, as from time to time are subject to the related agreement;             

o        such assets as from time to time are identified as deposited in the    
certificate account or any other account maintained for the benefit of the      
securityholders;                                                                

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o        with respect to trust funds that include mortgage loans,               

o        property acquired on behalf of the securityholders by foreclosure, deed
in lieu of foreclosure or repossession and any revenues received thereon;       

o        the rights of the depositor under any hazard insurance policies, FHA   
insurance policies, VA guarantees and primary mortgage insurance policies, as   
described under "Description of Primary Insurance Policies";                    

o        the rights of the depositor under the agreement or agreements pursuant 
to which it acquired the mortgage loans in such trust fund; and                 

o        the rights of the trustee in any cash advance reserve fund or surety   
bond as described under "Advances in respect of Delinquencies" and              

o        any letter of credit, mortgage pool insurance policy, special hazard   
insurance policy, bankruptcy bond, reserve fund or other type of credit support 
provided with respect to the related series, as described under "Description of 
Credit Support".                                                                

Subject to any limitations described in the related prospectus
supplement, the trust fund will be transferable and exchangeable for like       
securities of the same class and series in authorized denominations at the      
corporate trust office of the trustee specified in the related prospectus       
supplement. No service charge will be made for any registration of exchange or  
transfer of securities, but the depositor or the trustee or any agent thereof   
may require payment of a sum sufficient to cover any tax or other governmental  
charge.                                                                         

Each series of securities may consist of either:              

o        a single class of securities evidencing the entire beneficial ownership
of or indebtedness of the related trust fund;                                   

o        two or more classes of securities evidencing the entire beneficial     
ownership of or indebtedness of the related trust fund, one or more classes of  
which senior securities will be senior in right of payment to one or more of the
other classes of subordinate securities to the extent described in the related  
prospectus supplement; or                                                       

o        other types of classes of securities, as described in the related      
prospectus supplement.                                                          

    A series may include one or more classes of securities entitled to
principal distributions, with disproportionate, nominal or no interest          
distributions or interest distributions, with disproportionate, nominal or no   
principal distributions, strip securities.                                      

       With respect to any series of notes, the Equity Certificates, insofar
as they represent the beneficial ownership interest in the Issuer, will be      
subordinate to the related notes. In addition, a series may include two or more 
classes of securities which differ as to timing, sequential order, priority of  
payment, security interest rate or amount of distributions of principal or      
interest or both, or as to which distributions of principal or interest or both 
on any class may be made upon the occurrence of specified events, in accordance 
with a schedule or formula, or on the basis of collections from designated      
portions of the mortgage pool, which series may include one or more classes of  
securities, referred to as accrual securities, as to which certain accrued      
interest will not be distributed but rather will be added to the principal      
balance thereof on each distribution date, as defined, in the manner described  
in the related                                                                  

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prospectus supplement. If so specified in the related prospectus supplement,    
partial or full protection against certain mortgage loan defaults and losses may
be provided to a series of securities or to one or more classes of securities in
such series in the form of subordination of one or more other classes of        
securities in such series or by letters of credit, reserve funds, insurance     
policies, cash flow agreements, or a combination thereof. See "Description of   
Credit Support".                                                                

     Each class of securities, other than certain strip securities, will
have a stated principal balance and, unless otherwise provided in the related   
prospectus supplement, will be entitled to payments of interest thereon based on
a fixed, variable or adjustable interest rate, a security interest rate. The    
security interest rate of each security offered by this prospectus will be      
stated in the related prospectus supplement as the pass-through rate with       
respect to a certificate and the note interest rate with respect to a note. See 
"Interest on the Securities" and "Principal of the Securities" below. The       
specific percentage ownership interest of each class of securities and the      
minimum denomination for each security will be set forth in the related         
prospectus supplement.                                                          

         As to each series of certificates, one or more elections may be made to
treat the related trust fund or designated portions thereof as a "real estate   
mortgage investment conduit" or "REMIC" as defined in the Code. The related     
prospectus supplement will specify whether a REMIC election is to be made and   
the terms and conditions applicable to the making of a REMIC election, as well  
as any material federal income tax consequences to securityholders not otherwise
described in this prospectus. If such an election is made with respect to a     
series of certificates, one of the classes of certificates comprising such      
series will be designated as evidencing all "residual interests" in the related 
REMIC as defined under the Code. All other classes of certificates in such a    
series will constitute "regular interests" in the related REMIC as defined in   
the Code. As to each series of certificates with respect to which a REMIC       
election is to be made, the master servicer or the trustee will be obligated to 
take all actions required in order to comply with applicable laws and           
regulations and, unless otherwise provided in the related prospectus supplement,
will be obligated to pay any prohibited transaction taxes or contribution taxes 
arising out of a breach of its obligations with respect to such compliance      
without any right of reimbursement therefor from the trust fund or from any     
securityholder. Unless otherwise provided in the related prospectus supplement, 
a prohibited transaction tax or contribution tax resulting from any other cause 
will be charged against the related trust fund, resulting in a reduction in     
amounts otherwise distributable to securityholders. See "Federal Income Tax     
Consequences--REMICs--Prohibited Transactions Tax and Other Taxes".             

 As to each series, the securities of each class offered by this
prospectus will be rated in one of the four highest rating categories by one or 
more nationally recognized statistical rating organizations, referred to as a   
rating agency.                                                                  

ASSIGNMENT OF TRUST FUND ASSETS                                                 

Assignment of Mortgage Loans                                  

         At the time of issuance of any series of securities, the depositor will
cause the pool of mortgage loans to be included in the related trust fund to be 
assigned to the trustee, together with all principal and interest received by or
on behalf of the depositor on or with respect to the mortgage loans after the   
related cut-off date, other than principal and interest due on or before the    
cut-off date and other than any retained interest. The trustee will,            
concurrently with the assignment of mortgage loans, deliver the securities to   
the depositor in exchange for the trust fund assets. Each mortgage loan will be 
identified in a schedule appearing as an exhibit to the related servicing       
agreement. The schedule of mortgage loans will include information as to the    
outstanding principal balance of each mortgage loan after application of        
payments                                                                        

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due on the cut-off date, as well as information regarding the interest rate on  
the mortgage loan, the interest rate net of the sum of the rates at which the   
servicing fees and the retained interest, if any, are calculated, the retained  
interest, if any, the current scheduled monthly payment of principal and        
interest, the maturity of the mortgage note, the value of the mortgaged         
property, the loan-to-value ratio at origination and other information with     
respect to the mortgage loans.                                                  

         If so specified in the related prospectus supplement, and in accordance
with the rules of membership of Merscorp, Inc. and/or Mortgage Electronic       
Registration Systems, Inc. or, MERS, assignments of the mortgages for the       
mortgage loans in the related trust will be registered electronically through   
Mortgage Electronic Registration Systems, Inc., or MERS(R) System. With respect 
to mortgage loans registered through the MERS(R) System, MERS shall serve as    
mortgagee of record solely as a nominee in an administrative capacity on behalf 
of the trustee and shall not have any interest in any of those mortgage loans.  

      In addition, the depositor will, with respect to each mortgage loan,
deliver or cause to be delivered to the trustee, or to the custodian on behalf  
of the trustee:                                                                 

   (1)    With respect to each single-family loan, the mortgage note
endorsed, without recourse, to the order of the trustee or in blank, the        
original Mortgage with evidence of recording indicated thereon and an assignment
of the Mortgage to the trustee or in blank, in recordable form or evidence that 
the Mortgage is held for the trustee through the MERS(R) System. If, however, a 
mortgage loan has not yet been returned from the public recording office, the   
depositor will deliver or cause to be delivered a copy of the Mortgage together 
with its certificate that the original of the Mortgage was delivered to the     
recording office. Unless otherwise specified in the related prospectus          
supplement, the depositor will promptly cause the assignment of each related    
mortgage loan (except for Mortgages held under the MERS(R) System) to be        
recorded in the appropriate public office for real property records, except in  
the State of California or in other states where, in the opinion of counsel     
acceptable to the trustee, recording of the assignment is not required to       
protect the trustee's interest in the mortgage loan against the claim of any    
subsequent transferee or any successor to or creditor of the depositor, the     
master servicer, the relevant mortgage loan seller or any other prior holder of 
the mortgage loan.                                                              

     (2)    With respect to each cooperative loan, the cooperative note,
the original security agreement, the proprietary lease or occupancy agreement,  
the related stock certificate and related stock powers endorsed in blank, and a 
copy of the original filed financing statement together with an assignment      
thereof to the trustee in a form sufficient for filing. The depositor will      
promptly cause the assignment and financing statement of each related           
cooperative loan to be filed in the appropriate public office, except in states 
where in the opinion of counsel acceptable to the trustee, filing of the        
assignment and financing statement is not required to protect the trustee's     
interest in the cooperative loan against the claim of any subsequent transferee 
or any successor to or creditor of the depositor, the master servicer, the      
relevant mortgage loan seller or any prior holder of the cooperative loan.      

   With respect to any mortgage loan secured by a mortgaged property
located in Puerto Rico, the Mortgages with respect to these mortgage loans      
either secure a specific obligation for the benefit of a specified person or    
secure an instrument transferable by endorsement. Endorsable Puerto Rico        
Mortgages do not require an assignment to transfer the related lien. Rather,    
transfer of endorsable mortgages follows an effective endorsement of the related
mortgage note and, therefore, delivery of the assignment referred to in         
paragraph (1) above would be inapplicable. Puerto Rico Mortgages that secure a  
specific obligation for the benefit of a specified person, however, require an  
assignment to be recorded with respect to any transfer of the related lien and  
the assignment for that purpose would be delivered to the trustee.              

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        The trustee, or the custodian, will review the mortgage loan documents
within a specified period after receipt, and the trustee, or the custodian, will
hold the mortgage loan documents in trust for the benefit of the                
securityholders. If any mortgage loan document is found to be missing or        
defective in any material respect, the trustee, or the custodian, shall notify  
the master servicer and the depositor, and the master servicer shall immediately
notify the relevant mortgage loan seller. If the mortgage loan seller cannot    
cure the omission or defect within a specified number of days after receipt of  
notice, the mortgage loan seller will be obligated to repurchase the related    
mortgage loan from the trustee at the purchase price or substitute for the      
mortgage loan. There can be no assurance that a mortgage loan seller will       
fulfill this repurchase or substitution obligation. Although the master servicer
is obligated to use its best efforts to enforce the repurchase or substitution  
obligation to the extent described above under "The Depositor's Mortgage Loan   
Purchase Program--Representations by or on behalf of Mortgage Loan Sellers;     
Remedies for Breach of Representation", neither the master servicer nor the     
depositor will be obligated to repurchase or substitute for that mortgage loan  
if the mortgage loan seller defaults on its obligation. The assignment of the   
mortgage loans to the trustee will be without recourse to the depositor and this
repurchase or substitution obligation constitutes the sole remedy available to  
the securityholders or the trustee for omission of, or a material defect in, a  
constituent document.                                                           

        With respect to the mortgage loans in a trust fund, the depositor will
make representations and warranties as to the types and geographical            
concentration of the mortgage loans and as to the accuracy in all material      
respects of identifying information furnished to the trustee in respect of each 
mortgage loan, e.g., original loan-to-value ratio, principal balance as of the  
cut-off date, interest rate and maturity. In addition, the depositor will       
represent and warrant that, as of the cut-off date for the related series of    
securities, no mortgage loan was currently more than 90 days delinquent as to   
payment of principal and interest and no mortgage loan was more than 90 days    
delinquent more than once during the previous 12 months. Upon a breach of any   
representation of the depositor that materially and adversely affects the value 
of a mortgage loan or the interests of the securityholders in the mortgage loan,
the depositor will be obligated either to cure the breach in all material       
respects, repurchase the mortgage loan at the purchase price or substitute for  
that mortgage loan as described in the paragraph below.                         

    If the depositor discovers or receives notice of any breach of its
representations or warranties with respect to a mortgage loan, the depositor may
be permitted under the agreement governing the trust fund to remove the mortgage
loan from the trust fund, rather than repurchase the mortgage loan, and         
substitute in its place one or more mortgage loans, but only if (a) with respect
to a trust fund for which a REMIC election is to be made, the substitution is   
effected within two years of the date of initial issuance of the certificates,  
plus permissible extensions, or (b) with respect to a trust fund for which no   
REMIC election is to be made, the substitution is effected within 180 days of   
the date of initial issuance of the securities. Each substitute mortgage loan   
will, on the date of substitution, comply with the following requirements:      

      (1)    have an outstanding principal balance, after deduction of all
scheduled payments due in the month of substitution, not in excess of, and not  
more than $10,000 less than, the outstanding principal balance, after deduction 
of all unpaid scheduled payments due as of the date of substitution, of the     
deleted mortgage loan,                                                          

  (2)    have an interest rate not less than, and not more than 1%
greater than, the interest rate of the deleted mortgage loan,                   

    (3)    have a remaining term to maturity not greater than, and not
more than one year less than, that of the deleted mortgage loan,                

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 (4)    have a Lockout Date, if applicable, not earlier than the
Lockout Date on the deleted mortgage loan and                                   

  (5)    comply with all of the representations and warranties set
forth in the pooling and servicing agreement or indenture as of the date of     
substitution.                                                                   

        In connection with any substitution, an amount equal to the difference
between the purchase price of the deleted mortgage loan and the outstanding     
principal balance of the substitute mortgage loan, after deduction of all       
scheduled payments due in the month of substitution, together with one month's  
interest at the applicable rate at which interest accrued on the deleted        
mortgage loan, less the servicing fee rate and the retained interest, if any, on
the difference, will be deposited in the certificate account and distributed to 
securityholders on the first distribution date following the prepayment period  
in which the substitution occurred. In the event that one mortgage loan is      
substituted for more than one deleted mortgage loan, or more than one mortgage  
loan is substituted for one or more deleted mortgage loans, then the amount     
described in (1) above will be determined on the basis of aggregate principal   
balances, the rate described in (2) above with respect to deleted mortgage loans
will be determined on the basis of weighted average interest rates, and the     
terms described in (3) above will be determined on the basis of weighted average
remaining terms to maturity and the Lockout Dates described in (4) above will be
determined on the basis of weighted average Lockout Dates.                      

      With respect to any series as to which credit support is provided by
means of a mortgage pool insurance policy, in addition to making the            
representations and warranties described above, the depositor or the related    
mortgage loan seller, or another party on behalf of the related mortgage loan   
seller, as specified in the related prospectus supplement, will represent and   
warrant to the trustee that no action has been taken or failed to be taken, no  
event has occurred and no state of facts exists or has existed on or prior to   
the date of the initial issuance of the securities which has resulted or will   
result in the exclusion from, denial of or defense to coverage under any        
applicable primary mortgage insurance policy, FHA insurance policy, mortgage    
pool insurance policy, special hazard insurance policy or bankruptcy bond,      
irrespective of the cause of the failure of coverage but excluding any failure  
of an insurer to pay by reason of the insurer's own breach of its insurance     
policy or its financial inability to pay. This representation is referred to in 
this prospectus and the related prospectus supplement as the insurability       
representation. Upon a breach of the insurability representation which          
materially and adversely affects the interests of the securityholders in a      
mortgage loan, the depositor or the mortgage loan seller, as the case may be,   
will be obligated either to cure the breach in all material respects or to      
purchase the affected mortgage loan at the purchase price. The related          
prospectus supplement may provide that the performance of an obligation to      
repurchase mortgage loans following a breach of an insurability representation  
will be ensured in the manner specified in the prospectus supplement. See       
"Description of Primary Insurance Policies" and "Description of Credit Support" 
in this prospectus and in the related prospectus supplement for information     
regarding the extent of coverage under the aforementioned insurance policies.   

 The obligation to repurchase or, other than with respect to the
insurability representation if applicable, to substitute mortgage loans         
constitutes the sole remedy available to the securityholders or the trustee for 
any breach of the representations.                                              

        The master servicer will make representations and warranties regarding
its authority to enter into, and its ability to perform its obligations under,  
the servicing agreement. Upon a breach of any representation of the master      
servicer which materially and adversely affects the interests of the            
securityholders, the master servicer will be obligated to cure the breach in all
material respects.                                                              

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Assignment of Contracts                                       

       The depositor will cause the contracts to be assigned to the trustee,
together with principal and interest due on or with respect to the contracts    
after the cut-off date, but not including principal and interest due on or      
before the cut-off date. If the depositor is unable to obtain a perfected       
security interest in a contract prior to transfer and assignment to the trustee,
the mortgage loan seller will be obligated to repurchase the contract. The      
trustee, concurrently with each assignment, will authenticate and deliver the   
notes or certificates, as applicable. If a series of notes or certificates, as  
applicable, includes notes, the trust fund will be pledged by the issuer to the 
indenture trustee as security for the notes. Each contract will be identified in
a schedule appearing as an exhibit to the related agreement. The contract       
schedule will specify, with respect to each contract, among other things: the   
original principal amount and the adjusted principal balance as of the close of 
business on the cut-off date, the annual percentage rate, the current scheduled 
monthly level payment of principal and interest and the maturity of the         
contract.                                                                       

        In addition, the depositor, as to each contract, will deliver or cause
to be delivered to the trustee, or, as specified in the related prospectus      
supplement, the custodian, the original contract and copies of documents and    
instruments related to each contract and the security interest in the           
manufactured home securing each contract. In order to give notice of the right, 
title and interest of the certificateholders to the contracts, the depositor    
will cause a UCC-1 financing statement to be executed by the depositor          
identifying the trustee as the secured party and identifying all contracts as   
collateral. Unless otherwise specified in the related prospectus supplement, the
contracts will not be stamped or otherwise marked to reflect their assignment   
from the depositor to the trust fund. Therefore, if a subsequent purchaser were 
able to take physical possession of the contracts without notice of an          
assignment, the interest of the certificateholders in the contracts could be    
defeated. See "Legal Aspects of Mortgage Loans."                                

      The trustee, or the custodian, will review and hold the documents in
trust for the benefit of the securityholders. Unless otherwise provided in the  
related prospectus supplement, if any document is found to be defective in any  
material respect, the mortgage loan seller must cure the defect within 60 days, 
or within another period specified in the related prospectus supplement, the    
mortgage loan seller, not later than 90 days or within another period specified 
in the related prospectus supplement, after the trustee's discovery of the      
defect. If the defect is not cured, the mortgage loan seller will repurchase the
related contract or any property acquired in respect of the contract from the   
trustee at a price equal to the remaining unpaid principal balance of the       
contract, or, in the case of a repossessed manufactured home, the unpaid        
principal balance of the contract immediately prior to the repossession, or, in 
the case of a series as to which an election has been made to treat the related 
trust fund as a REMIC, at such price or another price as may be set forth in the
related prospectus supplement, in each case together with accrued but unpaid    
interest to the first day of the month following repurchase at the related      
annual percentage rate, plus any unreimbursed advances with respect to the      
contract. Unless otherwise specified in the related prospectus supplement, the  
repurchase obligation will constitute the sole remedy available to the          
securityholders or the trustee for a material defect in a contract document.    

       Unless otherwise specified in the related prospectus supplement, each
mortgage loan seller of contracts will have represented, among other things,    
that                                                                            

o        immediately prior to the transfer and assignment of the contracts, the 
mortgage loan seller had good title to, and was the sole owner of each contract 
and there had been no other sale or assignment of the relevant contract,        

o        as of the date of transfer, the contracts are subject to no offsets,   
defenses or counterclaims,                                                      

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o        each contract at the time it was made complied in all material respects
with applicable state and federal laws, including usury, equal credit           
opportunity and disclosure laws,                                                

o        as of the date of transfer, each contract is a valid first lien on the 
related manufactured home and the manufactured home is free of material damage  
and is in good repair,                                                          

o        as of the date of transfer, no contract is more than 30 days delinquent
in payment and there are no delinquent tax or assessment liens against the      
related manufactured home and                                                   

o        with respect to each contract, the manufactured home securing the      
contract is covered by a standard hazard insurance policy in the amount required
in the agreement and that all premiums now due on insurance have been paid in   
full.                                                                           

 All of the representations and warranties of an mortgage loan seller in
respect of a contract will have been made as of the date on which the mortgage  
loan seller sold the contract to the depositor or its affiliate; the date the   
representations and warranties were made may be a date prior to the date of     
initial issuance of the related series of notes or certificates, as applicable. 
A substantial period of time may have elapsed between the date as of which the  
representations and warranties were made and the date of initial issuance of the
related series of notes or certificates, as applicable. Since the               
representations and warranties referred to in the preceding paragraph are the   
only representations and warranties that will be made by a mortgage loan seller,
the mortgage loan seller's repurchase obligation described below will not arise 
if, during the period commencing on the date of sale of a contract by the       
mortgage loan seller to the depositor or its affiliate, the relevant event      
occurs that would have given rise to the obligation had the event occurred prior
to sale of the affected contract. Nothing, however, has come to the depositor's 
attention that would cause it to believe that the representations and warranties
referred to in the preceding paragraph will not be accurate and complete in all 
material respects in respect of contracts as of the date of initial issuance of 
the related series of notes or certificates, as applicable.                     

         If a mortgage loan seller cannot cure a breach of any representation or
warranty made by it in respect of a contract that materially and adversely      
affects the interest of the securityholders in the contract within 90 days, or  
another period specified in the related prospectus supplement, after notice from
the master servicer, the mortgage loan seller will be obligated to repurchase   
the contract at a price equal to, unless otherwise specified in the related     
prospectus supplement, the principal balance of the contract as of the date of  
the repurchase or, in the case of a series as to which an election has been made
to treat the related trust fund as a REMIC, at that price or such other price as
may be set forth in the related prospectus supplement, in each case together    
with accrued and unpaid interest to the first day of the month following        
repurchase at the related annual percentage rate, plus the amount of any        
unreimbursed advances in respect of the contract. The master servicer will be   
required under the applicable agreement to enforce this obligation for the      
benefit of the trustee and the securityholders, following the practices it would
employ in its good faith business judgment were it the owner of the contract.   
Except as otherwise set forth in the related prospectus supplement, this        
repurchase obligation will constitute the sole remedy available to              
securityholders or the trustee for a breach of representation by an mortgage    
loan seller.                                                                    

    Neither the depositor nor the master servicer will be obligated to
purchase a contract if an mortgage loan seller defaults on its obligation to do 
so, and no assurance can be given that sellers will carry out their respective  
repurchase obligations with respect to contracts.                               

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Assignment of Agency Securities                               

        The depositor will cause the agency securities to be registered in the
name of the trustee or its nominee, and the trustee concurrently will execute,  
countersign and deliver the securities. Each agency security will be identified 
in a schedule appearing as an exhibit to the related agreement, which will      
specify as to each agency security the original principal amount and outstanding
principal balance as of the cut-off date, the annual pass-through rate, if any, 
and the maturity date.                                                          

Assignment of Private Mortgage-Backed Securities              

   The depositor will cause private mortgage-backed securities to be
registered in the name of the trustee. The trustee or custodian will have       
possession of any certificated private mortgage-backed securities. Unless       
otherwise specified in the related prospectus supplement, the trustee will not  
be in possession of or be assignee of record of any underlying assets for a     
private mortgage-backed security. See "The Trust Funds--Private Mortgage-Backed 
Securities." Each private mortgage-backed security will be identified in a      
schedule appearing as an exhibit to the related agreement which will specify the
original principal amount, outstanding principal balance as of the cut-off date,
annual pass-through rate or interest rate and maturity date for each private    
mortgage-backed security conveyed to the trustee.                               

DEPOSITS TO CERTIFICATE ACCOUNT                                                 

 The master servicer or the trustee will, as to each trust fund,
establish and maintain or cause to be established and maintained one or more    
separate accounts for the collection of payments on the related trust fund      
assets. These accounts are collectively referred to in this prospectus and the  
related prospectus supplement as the certificate account. The certificate       
account must be either:                                                         

o        maintained with a bank or trust company, and in a manner, satisfactory 
to the rating agency or agencies rating any class of securities of the series or

o        an account or accounts the deposits in which are insured by the BIF or 
the SAIF, to the limits established by the FDIC, and the uninsured deposits in  
which are otherwise secured so that the securityholders have a claim with       
respect to the funds in the certificate account or a perfected first priority   
security interest against any collateral securing the funds that is superior to 
the claims of any other depositors or general creditors of the institution with 
which the certificate account is maintained.                                    

         The collateral eligible to secure amounts in the certificate account is
limited to United States government securities and other high-quality           
investments specified in the related servicing agreement as permitted           
investments. A certificate account may be maintained as an interest bearing or a
non-interest bearing account, or the funds held in the certificate account may  
be invested pending each succeeding distribution date in permitted investments. 
Any interest or other income earned on funds in the certificate account will be 
paid to the master servicer or the trustee or their designee as additional      
compensation. The certificate account may be maintained with an institution that
is an affiliate of the master servicer or the trustee, provided that the        
institution meets the standards set forth in the bullet points above. If        
permitted by the rating agency or agencies and so specified in the related      
prospectus supplement, a certificate account may contain funds relating to more 
than one series of pass-through certificates and may, if applicable, contain    
other funds respecting payments on mortgage loans belonging to the master       
servicer or serviced or master serviced by it on behalf of others.              

      Each sub-servicer servicing a trust fund asset under a sub-servicing
agreement will establish and maintain one or more separate accounts which may be
interest bearing and which will comply with the                                 

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standards with respect to certificate accounts or other standards as may be     
acceptable to the master servicer. The sub-servicer is required to credit to the
related sub-servicing account on a daily basis the amount of all proceeds of    
mortgage loans received by the sub-servicer, less its servicing compensation.   
The sub-servicer will remit to the master servicer by wire transfer of          
immediately available funds all funds held in the sub-servicing account with    
respect to each mortgage loan on the monthly remittance date or dates specified 
in the related servicing agreement.                                             

PAYMENTS ON MORTGAGE LOANS AND CONTRACTS                                        

  The master servicer will deposit or cause to be deposited in the
certificate account for each trust fund including mortgage loans and/or         
contracts, the following payments and collections received, or advances made, by
the master servicer or on its behalf subsequent to the cut-off date, other than 
payments due on or before the cut-off date, and exclusive of any retained       
interest:                                                                       

  (1)    all payments on account of principal, including principal
prepayments, on the mortgage loans and contracts;                               

      (2)    all payments on account of interest on the mortgage loans and
contracts, net of any portion retained by the master servicer or by a           
sub-servicer as its servicing compensation and net of any retained interest;    

      (3)    all proceeds of the hazard insurance policies and any special
hazard insurance policy, to the extent the proceeds are not applied to the      
restoration of the property or released to the mortgagor or obligor in          
accordance with the normal servicing procedures of the master servicer or the   
related sub-servicer, subject to the terms and conditions of the related        
mortgage and mortgage note, contract, any primary mortgage insurance policy, any
FHA insurance policy, any VA guarantee, any bankruptcy bond and any mortgage    
pool insurance policy and all other amounts received and retained in connection 
with the liquidation of defaulted mortgage loans, by foreclosure or otherwise,  
together with the net proceeds on a monthly basis with respect to any mortgaged 
properties acquired for the benefit of securityholders by foreclosure or by deed
in lieu of foreclosure or otherwise;                                            

       (4)    any amounts required to be paid under any letter of credit, as
described below under "Description of Credit Support--Letter of Credit";        

    (5)    any advances made as described below under "Advances by the
Master Servicer in respect of Delinquencies on the Trust Funds Assets";         

     (6)    if applicable, all amounts required to be transferred to the
certificate account from a reserve fund, as described below under "Description  
of Credit Support--Reserve Funds";                                              

   (7)    any buydown funds, and, if applicable, investment earnings
thereon, required to be deposited in the certificate account as described in the
first paragraph below;                                                          

     (8)    all proceeds of any mortgage loan or contract or property in
respect of the mortgage loan or contract purchased by the master servicer, the  
depositor, any sub-servicer or any mortgage loan seller as described under "The 
Depositor's Mortgage Loan Purchase Program--Representations by or on behalf of  
Mortgage Loan Sellers; Remedies for Breach of Representations" or "--Assignment 
of Trust Fund Assets; Review of Files by Trustee" above, exclusive of the       
retained interest, if any, in respect of the mortgage loan or contract;         

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     (9)    all proceeds of any mortgage loan or contract repurchased as
described under "--Termination" below;                                          

  (10)    all payments required to be deposited in the certificate
account with respect to any deductible clause in any blanket insurance policy   
described under "Description of Primary Insurance Policies--Primary Hazard      
Insurance Policies"; and                                                        

       (11)    any amount required to be deposited by the master servicer in
connection with losses realized on investments for the benefit of the master    
servicer of funds held in the certificate account.                              

       With respect to each buydown mortgage loan, the master servicer, or a
sub-servicer, will deposit related buydown funds in a custodial account, which  
may be interest bearing, and that otherwise meets the standards for certificate 
accounts. This account is referred to in this prospectus and the related        
prospectus supplement as a buydown account. The terms of all buydown mortgage   
loans provide for the contribution of buydown funds in an amount not less than  
either (a) the total payments to be made from the buydown funds under the       
related buydown plan or (b) if the buydown funds are present valued, that amount
that, together with investment earnings thereon at a specified rate, compounded 
monthly, will support the scheduled level of payments due under the buydown     
mortgage loan. Neither the master servicer, the sub-servicer nor the depositor  
will be obligated to add to the buydown funds any of its own funds should       
investment earnings prove insufficient to maintain the scheduled level of       
payments. To the extent that any insufficiency in buydown funds is not          
recoverable from the borrower, distributions to securityholders will be         
affected. With respect to each buydown mortgage loan, the master servicer will  
deposit in the certificate account the amount, if any, of the buydown funds,    
and, if applicable, investment earnings thereon, for each buydown mortgage loan 
that, when added to the amount due from the borrower on the buydown mortgage    
loan, equals the full monthly payment which would be due on the buydown mortgage
loan if it were not subject to the buydown plan.                                

  If a buydown mortgage loan is prepaid in full or liquidated, the
related buydown funds will be applied as follows. If the mortgagor on a buydown 
mortgage loan prepays the loan in its entirety during the buydown period, the   
master servicer will withdraw from the buydown account and remit to the         
mortgagor in accordance with the related buydown plan any buydown funds         
remaining in the buydown account. If a prepayment by a mortgagor during the     
buydown period together with buydown funds will result in a prepayment in full, 
the master servicer will withdraw from the buydown account for deposit in the   
certificate account the buydown funds and investment earnings thereon, if any,  
which together with the prepayment will result in a prepayment in full. If the  
mortgagor defaults during the buydown period with respect to a buydown mortgage 
loan and the mortgaged property is sold in liquidation, either by the master    
servicer or the insurer under any related insurance policy, the master servicer 
will withdraw from the buydown account the buydown funds and all investment     
earnings thereon, if any, for deposit in the certificate account or remit the   
same to the insurer if the mortgaged property is transferred to the insurer and 
the insurer pays all of the loss incurred in respect of the default. In the case
of any prepaid or defaulted buydown mortgage loan the buydown funds in respect  
of which were supplemented by investment earnings, the master servicer will     
withdraw from the buydown account and either deposit in the certificate account 
or remit to the borrower, depending upon the terms of the buydown plan, any     
investment earnings remaining in the related buydown account.                   

      Any buydown funds, and any investment earnings thereon, deposited in
the certificate account in connection with a full prepayment of the related     
buydown mortgage loan will be deemed to reduce the amount that would be required
to be paid by the borrower to repay fully the related mortgage loan if the      
mortgage loan were not subject to the buydown plan.                             

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PAYMENTS ON AGENCY SECURITIES AND PRIVATE MORTGAGE-BACKED SECURITIES            

       The agency securities and private mortgage-backed securities included
in a trust fund will be registered in the name of the trustee so that all       
distributions thereon will be made directly to the trustee. The trustee will    
deposit or cause to be deposited into the certificate account for each trust    
fund including agency securities and private mortgage-backed securities as and  
when received, unless otherwise provided in the related agreement, all          
distributions received by the trustee with respect to the related agency        
securities and private mortgage-backed securities, other than payments due on or
before the cut-off date and exclusive of any trust administration fee and       
amounts representing the retained interest, if any.                             

DISTRIBUTIONS                                                                   

        Distributions allocable to principal and interest on the securities of
each series will be made by or on behalf of the trustee each month on each date 
as specified in the related prospectus supplement and referred to as a          
distribution date, commencing with the month following the month in which the   
applicable cut-off date occurs. Distributions will be made to the persons in    
whose names the securities are registered at the close of business on the Record
Date, and the amount of each distribution will be determined as of the close of 
business on the date specified in the related prospectus supplement and referred
to as the determination date. All distributions with respect to each class of   
securities on each distribution date will be allocated pro rata among the       
outstanding securities in that class. Payments to the holders of securities of  
any class on each distribution date will be made to the securityholders of the  
respective class of record on the next preceding Record Date, other than in     
respect of the final distribution, based on the aggregate fractional undivided  
interests in that class represented by their respective securities. Payments    
will be made by wire transfer in immediately available funds to the account of a
securityholder, if the securityholder holds securities in the requisite amount  
specified in the related prospectus supplement and if the securityholder has so 
notified the depositor or its designee no later than the date specified in the  
related prospectus supplement. Otherwise, payments will be made by check mailed 
to the address of the person entitled to payment as it appears on the security  
register maintained by the depositor or its agent. The final distribution in    
retirement of the securities will be made only upon presentation and surrender  
of the securities at the office or agency of the depositor or its agent         
specified in the notice to securityholders of the final distribution. With      
respect to each series of certificates or notes, the security register will be  
referred to as the certificate register or note register, respectively.         

         All distributions on the securities of each series on each distribution
date will be made from the available distribution amount described in the next  
sentence, in accordance with the terms described in the related prospectus      
supplement. The available distribution amount for each distribution date will   
equal the sum of the following amounts:                                         

(1)    the total amount of all cash on deposit in the related 
certificate account as of the corresponding determination date, exclusive of:   

                  (a) all scheduled payments of principal and interest collected
but due on a date subsequent to the related Due Period,       

              (b) all prepayments, together with related payments of the
      interest thereon, Liquidation Proceeds, Insurance Proceeds and other
      unscheduled recoveries received subsequent to the related Prepayment
Period, and                                                   

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              (c) all amounts in the certificate account that are due or
       reimbursable to the depositor, the trustee, a mortgage loan seller, a
       sub-servicer or the master servicer or that are payable in respect of
specified expenses of the related trust fund;                 

   (2) if the related prospectus supplement so provides, interest or
investment income on amounts on deposit in the certificate account;             

(3) all advances with respect to the distribution date;       

         (4) if the related prospectus supplement so provides, amounts paid with
respect to interest shortfalls resulting from prepayments during the related    
Prepayment Period;                                                              

        (5) to the extent not on deposit in the related certificate account as
of the corresponding determination date, any amounts collected under, from or in
respect of any credit support with respect to the distribution date; and        

       (6) any other amounts described in the related prospectus supplement.

        The entire available distribution amount will be distributed among the
related securities, including any securities not offered by this prospectus, on 
each distribution date, and accordingly will be released from the trust fund and
will not be available for any future distributions.                             

INTEREST ON THE SECURITIES                                                      

       Each class of securities may earn interest at a different rate, which
may be a fixed, variable or adjustable security interest rate. The related      
prospectus supplement will specify the security interest rate for each class,   
or, in the case of a variable or adjustable security interest rate, the method  
for determining the security interest rate. Unless otherwise specified in the   
related prospectus supplement, interest on the securities will be calculated on 
the basis of a 360-day year consisting of twelve 30-day months.                 

       With respect to each series of securities and each distribution date,
the distribution in respect of interest on each security, other than principal  
only Strip Securities, will be equal to one month's interest on the outstanding 
principal balance of the security immediately prior to the distribution date, at
the applicable security interest rate, subject to the following. As to each     
Strip Security with no or a nominal principal balance, the distributions in     
respect of interest on any distribution date will be on the basis of a notional 
amount and equal one month's Stripped Interest. Prior to the time interest is   
distributable on any class of Accrual Securities, interest accrued on that class
will be added to the principal balance thereof on each distribution date.       
Interest distributions on each security of a series will be reduced in the event
of shortfalls in collections of interest resulting from prepayments on mortgage 
loans, with that shortfall allocated among all of the securities of that series 
if specified in the related prospectus supplement unless the master servicer is 
obligated to cover the shortfalls from its own funds up to its servicing fee for
the related due period. With respect to each series of certificates or notes,   
the interest distributions payable will be referred to in the applicable        
prospectus supplement as the accrued certificate interest or accrued note       
interest, respectively. See "Yield Considerations".                             

PRINCIPAL OF THE SECURITIES                                                     

  The principal balance of a security, at any time, will equal the
maximum amount that the holder will be entitled to receive in respect of        
principal out of the future cash flow on the trust fund assets and other assets 
included in the related trust fund. The principal balance of each security      
offered by this                                                                 

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prospectus will be stated in the related prospectus supplement as the           
certificate principal balance with respect to a certificate and the note balance
with respect to a note. With respect to each security, distributions generally  
will be applied to undistributed accrued interest thereon, and thereafter to    
principal. The outstanding principal balance of a security will be reduced to   
the extent of distributions of principal on that security, and, if and to the   
extent so provided on the related prospectus supplement, by the amount of any   
realized losses, allocated to that security. The initial aggregate principal    
balance of a series and each class of securities related to a series will be    
specified in the related prospectus supplement. Distributions of principal will 
be made on each distribution date to the class or classes of securities entitled
to principal until the principal balance of that class has been reduced to zero.
With respect to a Senior/Subordinate Series, distributions allocable to         
principal of a class of securities will be based on the percentage interest in  
the related trust fund evidenced by the class, which in turn will be based on   
the principal balance of that class as compared to the principal balance of all 
classes of securities of the series. Distributions of principal of any class of 
securities will be made on a pro rata basis among all of the securities of the  
class. Strip Securities with no principal balance will not receive distributions
of principal.                                                                   

PRE-FUNDING ACCOUNT                                                             

   If so specified in the related prospectus supplement, the related
agreement may provide for the transfer by the mortgage loan seller of additional
mortgage loans or contracts to the related trust fund after the closing date.   
Such additional mortgage loans or contracts will be required to conform to the  
requirements set forth in the related agreement or other agreement providing for
such transfer, and will generally be underwritten to the same standards as the  
mortgage loans or contracts initially included in the trust fund. As specified  
in the related prospectus supplement, such transfer may be funded by the        
establishment of a pre-funding account. If a pre-funding account is established,
all or a portion of the proceeds of the sale of one or more classes of          
securities of the related series will be deposited in such account to be        
released as additional mortgage loans or contracts are transferred. A           
pre-funding account will be required to be maintained as an eligible account    
under the related agreement, all amounts therein will be required to be invested
in permitted investments and the amount held therein shall at no time exceed 40%
of the aggregate outstanding principal balance of the securities. The related   
agreement or other agreement providing for the transfer of additional mortgage  
loans or contracts will generally provide that all such transfers must be made  
within 3 months after the closing date, and that amounts set aside to fund such 
transfers whether in a pre-funding account or otherwise and not so applied      
within the required period of time will be deemed to be principal prepayments   
and applied in the manner set forth in such prospectus supplement.              

         The depositor will be required to provide data regarding the additional
mortgage loans or contracts to the rating agencies and the security insurer, if 
any, sufficiently in advance of the scheduled transfer to permit review by such 
parties. Transfer of the additional mortgage loans or contracts will be further 
conditioned upon confirmation by the rating agencies that the addition of such  
mortgage loans or contracts to the trust fund will not result in the downgrading
of the securities or, in the case of a series guaranteed or supported by a      
security insurer, will not adversely affect the capital requirements of such    
security insurer. Finally, a legal opinion to the effect that the conditions to 
the transfer of the additional mortgage loans or contracts have been satisfied. 

ALLOCATION OF LOSSES                                                            

         With respect to any defaulted mortgage loan that is finally liquidated,
through foreclosure sale or otherwise, the amount of the realized loss incurred 
in connection with liquidation will equal the excess, if any, of the unpaid     
principal balance of the liquidated loan immediately prior to liquidation, over 
the                                                                             

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aggregate amount of Liquidation Proceeds derived from liquidation remaining     
after application of the proceeds to unpaid accrued interest on the liquidated  
loan and to reimburse the master servicer or any sub-servicer for related       
unreimbursed servicing expenses. With respect to mortgage loans the principal   
balances of which have been reduced in connection with bankruptcy proceedings,  
the amount of that reduction also will be treated as a realized loss. As to any 
series of securities, other than a Senior/Subordinate Series, any realized loss 
not covered as described under "Description of Credit Support" will be allocated
among all of the securities on a pro rata basis. As to any Senior/Subordinate   
Series, realizes losses will be allocated first to the most subordinate class of
securities as described below under "Description of Credit                      
Support--Subordination".                                                        

ADVANCES IN RESPECT OF DELINQUENCIES                                            

    With respect to any series of securities, the master servicer will
advance on or before each distribution date its own funds or funds held in the  
certificate account that are not included in the available distribution amount  
for that distribution date unless the master servicer, in good faith, determines
that any advances made will not be reimbursable from proceeds subsequently      
recovered on the mortgage loan or contract related to the advance. Unless       
otherwise stated in the prospectus supplement, the amount of each advance will  
be equal to the aggregate of payments of interest, net of related servicing fees
and retained interest, that were due during the related Due Period and were     
delinquent on the related determination date. In most cases, the prospectus     
supplement for a series will also provide that the master servicer will advance,
together with delinquent interest, the aggregate amount of principal payments   
that were due during the related Due Period and delinquent as of the            
determination date, subject to the same reimbursement determination, except     
that, with respect to balloon loans, the master servicer will not have to       
advance a delinquent balloon payment.                                           

        Advances are intended to maintain a regular flow of scheduled interest
and principal payments to holders of the class or classes of securities entitled
to payments, rather than to guarantee or insure against losses. Advances of the 
master servicer's funds will be reimbursable only out of related recoveries on  
the mortgage loans or contracts, including amounts received under any form of   
credit support, respecting which advances were made; provided, however, that any
advance will be reimbursable from any amounts in the certificate account to the 
extent that the master servicer shall determine that the advance is not         
ultimately recoverable from Related Proceeds. If advances have been made by the 
master servicer from excess funds in the certificate account, the master        
servicer will replace those funds in the certificate account on any future      
distribution date to the extent that funds in the certificate account on that   
distribution date are less than payments required to be made to securityholders 
on that date. If so specified in the related prospectus supplement, the         
obligations of the master servicer to make advances may be secured by a cash    
advance reserve fund or a surety bond. If applicable, information regarding the 
characteristics of, and the identity of any obligor on, any surety bond, will be
set forth in the related prospectus supplement.                                 

     Advances in respect of delinquencies will not be made in connection
with revolving credit loans, except as otherwise provided in the related        
prospectus supplement.                                                          

        In the case of revolving credit loans, the master servicer or servicer
is required to advance funds to cover any draws made on a revolving credit loan,
subject to reimbursement by the entity specified in the accompanying prospectus 
supplement, provided that as specified in the accompanying prospectus supplement
during any revolving period associated with the related series of securities,   
draws may be covered first from principal collections on the other loans in the 
pool.                                                                           

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REPORTS TO SECURITYHOLDERS                                                      

   With each distribution to holders of any class of securities of a
series, the master servicer or the trustee, will forward or cause to be         
forwarded to each securityholder, to the depositor and to those other parties as
may be specified in the related servicing agreement, a statement setting forth  
the following as of the distribution date:                                      

     (1) the amount of the distribution to holders of securities of that
class applied to reduce the principal balance of the securities;                

     (2) the amount of the distribution to holders of securities of that
class allocable to interest;                                                    

    (3) the amount of related administration or servicing compensation
received by the trustee or the master servicer and any sub-servicer and any     
other customary information as the master servicer deems necessary or desirable,
or that a securityholder reasonably requests, to enable securityholders to      
prepare their tax returns;                                                      

     (4) if applicable, the aggregate amount of advances included in the
distribution, and the aggregate amount of unreimbursed advances at the close of 
business on that distribution date;                                             

         (5) the aggregate stated principal balance of the mortgage loans and/or
contracts at the close of business on that distribution date;                   

         (6) the number and aggregate stated principal balance of mortgage loans
and/or contracts (a) delinquent one month, (b) delinquent two or more months,   
and (c) as to which foreclosure proceedings have been commenced;                

  (7) with respect to any mortgaged property acquired on behalf of
securityholders through foreclosure or deed in lieu of foreclosure during the   
preceding calendar month, the stated principal balance of the related mortgage  
loan as of the close of business on the distribution date in that month;        

    (8) the book value of any mortgaged property acquired on behalf of
securityholders through foreclosure or deed in lieu of foreclosure as of the    
close of business on the last business day of the calendar month preceding the  
distribution date;                                                              

 (9) the aggregate principal balance of each class of securities
(including any class of securities not offered by this prospectus) at the close 
of business on that distribution date, separately identifying any reduction in  
the principal balance due to the allocation of any realized loss;               

        (10) the amount of any special hazard realized losses allocated to the
subordinate securities, if any, at the close of business on that distribution   
date;                                                                           

      (11) the aggregate amount of principal prepayments made and realized
losses incurred during the related Prepayment Period;                           

(12) the amount deposited in the reserve fund, if any, on that
distribution date;                                                              

        (13) the amount remaining in the reserve fund, if any, as of the close
of business on that distribution date;                                          

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      (14) the aggregate unpaid accrued interest, if any, on each class of
securities at the close of business on that distribution date;                  

     (15) in the case of securities that accrue interest at the variable
rate, the security interest rate applicable to that distribution date, as       
calculated in accordance with the method specified in the related prospectus    
supplement;                                                                     

       (16) in the case of securities that accrued interest at an adjustable
rate, for statements to be distributed in any month in which an adjustment date 
occurs, the adjustable security interest rate applicable to the next succeeding 
distribution date as calculated in accordance with the method specified in the  
related prospectus supplement; and                                              

    (17) as to any series which includes credit support, the amount of
coverage of each instrument of credit support included in the trust fund as of  
the close of business on that distribution date.                                

      In the case of information furnished under subclauses (1)-(3) above,
the amounts shall be expressed as a dollar amount per minimum denomination of   
securities or for other specified portion thereof. With respect to each series  
of certificates or notes, securityholders will be referred to as the            
certificateholders or the noteholders, respectively.                            

         Within a reasonable period of time after the end of each calendar year,
the master servicer or the trustee, as provided in the related prospectus       
supplement, shall furnish to each person who at any time during the calendar    
year was a holder of a security a statement containing the information set forth
in subclauses (1)-(3) above, aggregated for that calendar year or the applicable
portion thereof during which that person was a securityholder. The obligation of
the master servicer or the trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the master
servicer or the trustee in accordance with any requirements of the Code as are  
from time to time in force.                                                     

COLLECTION AND OTHER SERVICING PROCEDURES                                       

   The master servicer, directly or through sub-servicers, will make
reasonable efforts to collect all scheduled payments under the mortgage loans   
and contracts and will follow or cause to be followed the collection procedures 
as it would follow with respect to mortgage loans and contracts that are        
comparable to the mortgage loans and contracts held for its own account,        
provided these procedures are consistent with the related servicing agreement   
and any related insurance policy, bankruptcy bond, letter of credit or other    
insurance instrument described under "Description of Primary Insurance Policies"
or "Description of Credit Support". Consistent with this servicing standard, the
master servicer may, in its discretion, waive any late payment charge in respect
of a late mortgage loan payment and, only upon determining that the coverage    
under any related insurance instrument will not be affected, extend or cause to 
be extended the due dates for payments due on a mortgage note for a period not  
greater than 180 days.                                                          

       In instances in which a mortgage loan is in default, or if default is
reasonably foreseeable, and if determined by the master servicer to be in the   
best interests of the related securityholders, the master servicer may permit   
modifications of the mortgage loan rather than proceeding with foreclosure. In  
making that determination, the estimated realized loss that might result if the 
mortgage loan were liquidated would be taken into account. Modifications may    
have the effect of reducing the interest rate on the mortgage loan, forgiving   
the payment of principal or interest or extending the final maturity date of the
mortgage loan. Any modified mortgage loan may remain in the related trust fund, 
and the reduction in collections resulting from the modification may result in  
reduced distributions of interest, or other amounts, on, or may extend the final
maturity of, one or more classes of the related securities.                     

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     In connection with any significant partial prepayment of a mortgage
loan, the master servicer, to the extent not inconsistent with the terms of the 
mortgage note and local law and practice, may permit the mortgage loan to be    
reamortized so that the monthly payment is recalculated as an amount that will  
fully amortize the remaining principal amount of the mortgage loan by the       
original maturity date based on the original interest rate. Reamortization will 
not be permitted if it would constitute a modification of the mortgage loan for 
federal income tax purposes.                                                    

       In any case in which property securing a mortgage loan, other than an
ARM Loan, has been, or is about to be, conveyed by the borrower, the master     
servicer will exercise or cause to be exercised on behalf of the related trust  
fund the lender's rights to accelerate the maturity of the mortgage loan under  
any due-on-sale or due-on-encumbrance clause applicable to that mortgage loan.  
The master servicer will only exercise these rights only if the exercise of any 
these rights is permitted by applicable law and will not impair or threaten to  
impair any recovery under any related insurance instrument. If these conditions 
are not met or if the master servicer reasonably believes it is unable under    
applicable law to enforce a due-on-sale or due-on-encumbrance clause, the master
servicer will enter into or cause to be entered into an assumption and          
modification agreement with the person to whom the property has been or is about
to be conveyed or encumbered, under which that person becomes liable under the  
mortgage note, cooperative note or manufactured housing contract and, to the    
extent permitted by applicable law, the borrower remains liable thereon. The    
original mortgagor may be released from liability on a mortgage loan if the     
master servicer shall have determined in good faith that a release will not     
adversely affect the collectability of the mortgage loan. An ARM Loan may be    
assumed if the ARM Loan is by its terms assumable and if, in the reasonable     
judgment of the master servicer, the proposed transferee of the related         
mortgaged property establishes its ability to repay the loan and the security   
for the ARM Loan would not be impaired by the assumption. If a mortgagor        
transfers the mortgaged property subject to an ARM Loan without consent, that   
ARM Loan may be declared due and payable. Any fee collected by or on behalf of  
the master servicer for entering into an assumption agreement will be retained  
by or on behalf of the master servicer as additional servicing compensation. In 
connection with any assumption, the terms of the related mortgage loan may not  
be changed. See "Legal Aspects of Mortgage Loans--Enforceability of Provisions".

SUB-SERVICING                                                                   

       Any master servicer may delegate its servicing obligations in respect
of the mortgage loans or contracts to third-party servicers, but the master     
servicer will remain obligated under the related servicing agreement. Each      
sub-servicer will be required to perform the customary functions of a servicer  
of comparable loans, including:                                                 

o        collecting payments from borrowers and remitting the collections to the
master servicer,                                                                

o        maintaining primary hazard insurance as described in this prospectus   
and in any related prospectus supplement,                                       

o        filing and settling claims under primary hazard insurance policies,    
which may be subject to the right of the master servicer to approve in advance  
any settlement,                                                                 

o        maintaining escrow or impoundment accounts of borrowers for payment of 
taxes, insurance and other items required to be paid by any borrower in         
accordance with the mortgage loan,                                              

o        processing assumptions or substitutions where a due-on-sale clause is  
not exercised,                                                                  

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o        attempting to cure delinquencies,                                      

o        supervising foreclosures or repossessions,                             

o        inspecting and managing mortgaged properties, if applicable, and       

o        maintaining accounting records relating to the mortgage loans.         

        The master servicer will be responsible for filing and settling claims
in respect of mortgage loans in a particular mortgage pool under any applicable 
mortgage pool insurance policy, bankruptcy bond, special hazard insurance policy
or letter of credit. See "Description of Credit Support".                       

The sub-servicing agreement between any master servicer and a 
sub-servicer will be consistent with the terms of the related servicing         
agreement and will not result in a withdrawal or downgrading of any class of    
securities issued in accordance with the related agreement. With respect to     
those mortgage loans serviced by the master servicer through a sub-servicer, the
master servicer will remain liable for its servicing obligations under the      
related policy and servicing agreement or servicing agreement as if the master  
servicer alone were servicing those mortgage loans. Although each sub-servicing 
agreement will be a contract solely between the master servicer and the         
sub-servicer, the agreement under which a series of securities is issued will   
provide that, if for any reason the master servicer for the series of securities
is no longer acting in a servicing capacity, the trustee or any successor master
servicer must recognize the sub-servicer's rights and obligations under the     
sub-servicing agreement.                                                        

      The master servicer will be solely liable for all fees owed by it to
any sub-servicer, irrespective of whether the master servicer's compensation    
under the related agreement is sufficient to pay the fees. However, a           
sub-servicer may be entitled to a retained interest in mortgage loans. Each     
sub-servicer will be reimbursed by the master servicer for expenditures which it
makes, generally to the same extent the master servicer would be reimbursed     
under the related servicing agreement. See "Description of the                  
Securities--Retained Interest, Servicing or Administration Compensation and     
Payment of Expenses".                                                           

        The master servicer may require any sub-servicer to agree to indemnify
the master servicer for any liability or obligation sustained by the master     
servicer in connection with any act or failure to act by the sub-servicer in its
servicing capacity. Each sub-servicer is required to maintain a fidelity bond   
and an errors and omissions policy with respect to its officers, employees and  
other persons acting on its behalf or on behalf of the master servicer.         

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

      As servicer of the mortgage loans, the master servicer, on behalf of
itself, the trustee and the securityholders, will present claims to the insurer 
under each insurance instrument, and will take reasonable steps as are necessary
to receive payment or to permit recovery thereunder with respect to defaulted   
mortgage loans. As set forth under "--Collection and Other Servicing Procedures 
Employed by the Master Servicer", all collections by or on behalf of the master 
servicer under any insurance instrument, other than amounts to be applied to the
restoration of a mortgaged property or released to the mortgagor, are to be     
deposited in the certificate account for the related trust fund, subject to     
withdrawal as previously described. The master servicer or its designee will not
receive payment under any letter of credit included as an insurance instrument  
with respect to a defaulted mortgage loan unless all Liquidation Proceeds and   
Insurance Proceeds which it deems to be finally recoverable have been realized; 
however, the master servicer will be entitled to reimbursement for any          
unreimbursed advances and reimbursable expenses thereunder.                     

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   If any property securing a defaulted mortgage loan is damaged and
proceeds, if any, from the related hazard insurance policy or special hazard    
insurance policy are insufficient to restore the damaged property to a condition
sufficient to permit recovery under the related credit insurance instrument, if 
any, the master servicer is not required to expend its own funds to restore the 
damaged property unless it determines (a) that the restoration will increase the
proceeds to securityholders on liquidation of the mortgage loan after           
reimbursement of the master servicer for its expenses and (b) that its expenses 
will be recoverable by it from related Insurance Proceeds or Liquidation        
Proceeds.                                                                       

   If recovery on a defaulted mortgage loan under any related credit
insurance instrument is not available for the reasons set forth in the preceding
paragraph, the master servicer nevertheless will be obligated to follow or cause
to be followed the normal practices and procedures as it deems necessary or     
advisable to realize upon the defaulted mortgage loan. If the proceeds of any   
liquidation of the property securing the defaulted mortgage loan are less than  
the outstanding principal balance of the defaulted mortgage loan plus interest  
accrued thereon at the interest rate plus the aggregate amount of expenses      
incurred by the master servicer in connection with those proceedings and which  
are reimbursable under the servicing agreement, the trust fund will realize a   
loss in the amount of the difference. The master servicer will be entitled to   
withdraw or cause to be withdrawn from the certificate account out of the       
Liquidation Proceeds recovered on any defaulted mortgage loan, prior to the     
distribution of any Liquidation Proceeds to securityholders, amounts            
representing its normal servicing compensation on the mortgage loan,            
unreimbursed servicing expenses incurred with respect to the mortgage loan and  
any unreimbursed advances of delinquent monthly payments made with respect to   
the mortgage loan.                                                              

         If the master servicer or its designee recovers Insurance Proceeds with
respect to any defaulted mortgage loan, the master servicer will be entitled to 
withdraw or cause to be withdrawn from the certificate account out of Insurance 
Proceeds, prior to distribution of that amount to securityholders, amounts      
representing its normal servicing compensation on that mortgage loan,           
unreimbursed servicing expenses incurred with respect to the mortgage loan and  
any unreimbursed advances of delinquent monthly payments made with respect to   
the mortgage loan. In the event that the master servicer has expended its own   
funds to restore damaged property and those funds have not been reimbursed under
any insurance instrument, it will be entitled to withdraw from the certificate  
account out of related Liquidation Proceeds or Insurance Proceeds an amount     
equal to the expenses incurred by it, in which event the trust fund may realize 
a loss up to the amount so charged. Because Insurance Proceeds cannot exceed    
deficiency claims and expenses incurred by the master servicer, no payment or   
recovery will result in a recovery to the trust fund which exceeds the principal
balance of the defaulted mortgage loan together with accrued interest thereon at
the interest rate net of servicing fees and the retained interest, if any. In   
addition, when property securing a defaulted mortgage loan can be resold for an 
amount exceeding the outstanding principal balance of the related mortgage loan 
together with accrued interest and expenses, it may be expected that, if        
retention of any amount is legally permissible, the insurer will exercise its   
right under any related mortgage pool insurance policy to purchase the property 
and realize for itself any excess proceeds. See "Description of Primary         
Insurance Policies" and "Description of Credit Support".                        

         With respect to collateral securing a cooperative loan, any prospective
purchaser will generally have to obtain the approval of the board of directors  
of the relevant cooperative before purchasing the shares and acquiring rights   
under the proprietary lease or occupancy agreement securing the cooperative     
loan. This approval is usually based on the purchaser's income and net worth and
numerous other factors. The necessity of acquiring board approval could limit   
the number of potential purchasers for those shares and otherwise limit the     
master servicer's ability to sell, and realize the value of, those shares. See  
"Legal Aspects of Mortgage Loans--Foreclosure on Cooperatives".                 

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REALIZATION UPON DEFAULTED CONTRACTS                                            

    Under the applicable servicing agreement, the master servicer will
repossess or otherwise comparably convert the ownership of properties securing  
the related manufactured homes that come into and continue in default and as to 
which no satisfactory arrangements can be made for collection of delinquent     
payments. In connection with repossession or other conversion, the servicer or  
master servicer will follow practices and procedures it deems necessary or      
advisable and as are normal and usual in its general contract servicing         
activities. The servicer or master servicer, however, will not be required to   
expend its own funds in connection with any repossession or towards the         
restoration of any property unless it determines (1) that the restoration or    
repossession will increase the proceeds of liquidation of the related contract  
to the certificateholders after reimbursement to itself for the expenses and (2)
that the expenses will be recoverable to it either through liquidation proceeds 
or through insurance proceeds.                                                  

RETAINED INTEREST; SERVICING OR ADMINISTRATION COMPENSATION AND PAYMENT OF      
EXPENSES                                                                        

   The prospectus supplement for a series of securities will specify
whether there will be any retained interest from the trust fund assets, and, if 
so, the owner of the retained interest. If so, the retained interest will be    
established on a loan-by-loan basis and will be specified on an exhibit to the  
related agreement. A retained interest in a trust fund asset represents a       
specified portion of the interest payable thereon. The retained interest will be
deducted from borrower payments as received and will not be part of the related 
trust fund. Any partial recovery of interest on a mortgage loan, after deduction
of all applicable servicing fees, will be allocated between retained interest,  
if any, and interest at the interest rate on the mortgage loan, net of the rates
at which the servicing fees and the retained interest are calculated, on a pari 
passu basis.                                                                    

     The master servicer's, or in the case of a trust fund consisting of
agency securities or Private Mortgage-Backed Securities if specified in the     
related prospectus supplement, the trustee's, primary compensation with respect 
to a series of securities will come from the monthly payment to it, with respect
to each interest payment on a trust fund asset, of an amount equal to           
one-twelfth of the servicing fee rate specified in the related prospectus       
supplement times the scheduled principal balance of the trust fund asset. Since 
any retained interest and the master servicer's primary compensation are        
percentages of the scheduled principal balance of each trust fund asset, these  
amounts will decrease in accordance with the amortization schedule of the trust 
fund assets. As additional compensation in connection with a series of          
securities relating to mortgage loans, the master servicer or the sub-servicers 
will retain all assumption fees, late payment charges and , unless otherwise    
stated in the prospectus supplement, prepayment penalties, to the extent        
collected from mortgagors. Any interest or other income which may be earned on  
funds held in the certificate account or any sub-servicing account may be paid  
as additional compensation to the master servicer or the sub-servicers, as the  
case may be. Any sub-servicer will receive a portion of the master servicer's   
primary compensation as its sub-servicing compensation.                         

         With respect to a series of securities consisting of mortgage loans, in
addition to amounts payable to any sub-servicer, except as otherwise described  
in the prospectus supplement, the master servicer will pay from its servicing   
compensation expenses incurred in connection with its servicing of the mortgage 
loans, including, without limitation, payment of the fees and disbursements of  
the trustee and independent accountants, payment of expenses incurred in        
connection with distributions and reports to securityholders, and payment of any
other expenses described in the related prospectus supplement.                  

        The master servicer is entitled to reimbursement for expenses incurred
by it in connection with the liquidation of defaulted mortgage loans, including 
expenditures incurred by it in connection with the restoration of mortgaged     
properties, the right of reimbursement being prior to the rights of             
securityholders                                                                 

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to receive any related Liquidation Proceeds. The master servicer is also        
entitled to reimbursement from the certificate account for advances.            

EVIDENCE AS TO COMPLIANCE                                                       

       Each servicing agreement with respect to a series of securities, will
provide that on or before a specified date in each year, the first date being at
least six months after the related cut-off date, a firm of independent public   
accountants will furnish a statement to the trustee to the effect that, on the  
basis of the examination by the firm conducted substantially in compliance with 
either the Uniform Single Program for Mortgage Bankers or the Audit Program for 
Mortgages serviced for Freddie Mac, the servicing by or on behalf of the master 
servicer of mortgage loans under servicing agreements substantially similar to  
each other, including the related servicing agreement, was conducted in         
compliance with the terms of those agreements except for any significant        
exceptions or errors in records that, in the opinion of the firm, either the    
Audit Program for Mortgages serviced for Freddie Mac, or paragraph 4 of the     
Uniform Single Program for Mortgage Bankers, requires it to report. In rendering
its statement the accounting firm may rely, as to matters relating to the direct
servicing of mortgage loans by sub-servicers, upon comparable statements for    
examinations conducted substantially in compliance with the Uniform Single      
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages     
serviced for Freddie Mac, rendered within one year of the statement, of firms of
independent public accountants with respect to the related sub-servicer.        

         Each servicing agreement will also provide for delivery to the trustee,
on or before a specified date in each year, of an annual statement signed by two
officers of the master servicer to the effect that the master servicer has      
fulfilled its obligations under the related agreement throughout the preceding  
year.                                                                           

  Copies of the annual accountants' statement and the statement of
officers of the master servicer may be obtained by securityholders without      
charge upon written request to the master servicer at the address set forth in  
the related prospectus supplement.                                              

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR                 

         The master servicer under each pooling and servicing agreement and each
servicing agreement will be named in the related prospectus supplement. The     
entity serving as master servicer may be the depositor or an affiliate of the   
depositor and may have other normal business relationships with the depositor or
the depositor's affiliates.                                                     

        Each pooling and servicing agreement and each servicing agreement will
provide that the master servicer may resign from its obligations and duties     
under the related agreement only if such resignation, and the appointment of a  
successor, will not result in a downgrading of any class of securities or upon a
determination that its duties under the related agreement are no longer         
permissible under applicable law. No such resignation will become effective     
until the trustee or a successor servicer has assumed the master servicer's     
obligations and duties under the related agreement.                             

        Each pooling and servicing agreement and each servicing agreement will
further provide that neither the master servicer, the depositor nor any         
director, officer, employee, or agent of the master servicer or the depositor   
will be under any liability to the related trust fund or securityholders for any
action taken, or for refraining from the taking of any action, in good faith    
pursuant to the related agreement, or for errors in judgment; provided, however,
that neither the master servicer, the depositor nor any such person will be     
protected against any liability which would otherwise be imposed by reason of   
willful misfeasance, bad faith or gross negligence in the performance of duties 
thereunder or by reason                                                         

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of reckless disregard of obligations and duties thereunder. Each pooling and    
servicing agreement and each servicing agreement will further provide that the  
master servicer, the depositor and any director, officer, employee or agent of  
the master servicer or the depositor will be entitled to indemnification by the 
related trust fund and will be held harmless against any loss, liability or     
expense incurred in connection with (1) any legal action relating to the related
agreement or the securities, other than any loss, liability or expense is       
related to any specific mortgage loan or mortgage loans, unless any such loss,  
liability or expense otherwise reimbursable pursuant to the related agreement,  
and any loss, liability or expense incurred by reason of willful misfeasance,   
bad faith or gross negligence in the performance of duties thereunder or by     
reason of reckless disregard of obligations and duties thereunder, (2) any      
breach of a representation or warranty regarding the mortgage loans or (3) if so
specified in the related agreement, actions taken by the master servicer or the 
depositor in accordance with the terms of the related agreement. In addition,   
each pooling and servicing agreement and each servicing agreement will provide  
that neither the master servicer nor the depositor will be under any obligation 
to appear in, prosecute or defend any legal action which is not incidental to   
its respective responsibilities under the related agreement and which in its    
opinion may involve it in any expense or liability. The master servicer or the  
depositor may, however, in its discretion undertake any such action which it may
deem necessary or desirable with respect to the related agreement and the rights
and duties of the parties thereto and the interests of the securityholders      
thereunder. In such event, the legal expenses and costs of such action and any  
liability resulting therefrom will be expenses, costs and liabilities of the    
securityholders, and the master servicer or the depositor, as the case may be,  
will be entitled to be reimbursed therefor and to charge the certificate        
account. Except in the case of a series of senior/subordinate securities, any   
such obligation of the securityholders will be borne among them on a pro rata   
basis in proportion to the accrued security interest payable thereto, and,      
notwithstanding any other provision, their respective distributions will be     
reduced accordingly.                                                            

Any person into which the master servicer may be merged or    
consolidated, or any person resulting from any merger or consolidation to which 
the master servicer is a party, or any person succeeding to the business of the 
master servicer, will be the successor of the master servicer under each        
agreement, provided that such person is qualified to sell mortgage loans to, and
service mortgage loans on behalf of, Fannie Mae or Freddie Mac.                 

EVENTS OF DEFAULT AND RIGHTS UPON EVENTS OF DEFAULT                             

Pooling and Servicing Agreement                               

   Events of default under each pooling and servicing agreement will
include:                                                                        

o        any failure by the master servicer to distribute or cause to be        
distributed to securityholders, or to remit to the trustee for distribution to  
securityholders, any required payment that continues unremedied for a specified 
number of business days after the giving of written notice of the failure to the
master servicer by the trustee or the depositor, or to the master servicer, the 
depositor and the trustee by the holders of certificates evidencing not less    
than 25% of the voting rights;                                                  

o        any failure by the master servicer duly to observe or perform in any   
material respect any of its other covenants or obligations under the agreement  
which continues unremedied for a specified number of days after the giving of   
written notice of the failure to the master servicer by the trustee or the      
depositor, or to the master servicer, the depositor and the trustee by the      
holders of certificates evidencing not less than 25% of the voting rights; and  

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o        events of insolvency, readjustment of debt, marshalling of assets and  
liabilities or similar proceedings and actions by or on behalf of the master    
servicer indicating its insolvency or inability to pay its obligations.         

        So long as an event of default under a pooling and servicing agreement
remains unremedied, the depositor or the trustee may, and at the direction of   
holders of certificates evidencing not less than 51% of the voting rights, the  
trustee shall, terminate all of the rights and obligations of the master        
servicer under the pooling and servicing agreement relating to the trust fund   
and in and to the mortgage loans, other than any retained interest of the master
servicer, whereupon the trustee will succeed to all of the responsibilities,    
duties and liabilities of the master servicer under the agreement and will be   
entitled to similar compensation arrangements. If the trustee is prohibited by  
law from obligating itself to make advances regarding delinquent mortgage loans,
then the trustee will not be so obligated.                                      

    If the trustee is unwilling or unable so to act, it may or, at the
written request of the holders of certificates entitled to at least 51% of the  
voting rights, it shall appoint, or petition a court of competent jurisdiction  
for the appointment of, a loan servicing institution acceptable to the rating   
agency with a net worth at the time of the appointment of at least $1,000,000 to
act as successor to the master servicer under the agreement. Pending the        
appointment of a successor, the trustee is obligated to act in the capacity of  
master servicer. The trustee and any successor master servicer may agree upon   
the servicing compensation to be paid, which in no event may be greater than the
compensation payable to the master servicer under the related agreement.        

No certificateholder will have the right under any pooling and
servicing agreement to institute any proceeding under the agreement unless:     

o        the certificateholder previously has given to the trustee written      
notice of default,                                                              

o        the holders of certificates evidencing not less than 25% of the voting 
rights have made written request upon the trustee to institute the proceeding in
its own name as trustee thereunder,                                             

o        have offered to the trustee reasonable indemnity, and                  

o        the trustee for fifteen days has neglected or refused to institute a   
proceeding. The trustee, however, is under no obligation to exercise any of the 
trusts or powers vested in it by any pooling and servicing agreement or to make 
any investigation of matters arising thereunder or to institute, conduct or     
defend any litigation under or in relation to the agreement at the request,     
order or direction of any of the holders of certificates covered by the         
agreement, unless the certificateholders have offered to the trustee reasonable 
security or indemnity against the costs, expenses and liabilities which may be  
incurred.                                                                       

Servicing Agreement                                           

         A servicing default under the related servicing agreement will include:

o        any failure by the master servicer to make a required deposit to the   
certificate account or, if the master servicer is so required, to distribute to 
the holders of any class of notes or equity certificates of the series any      
required payment which continues unremedied for a specified number of business  
days after the giving of written notice of the failure to the master servicer by
the trustee or the Issuer;                                                      

o        any failure by the master servicer duly to observe or perform in any   
material respect any other of its covenants or agreements in the servicing      
agreement with respect to the series of notes which continues                   

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unremedied for a specified number of days after the giving of written notice of 
the failure to the master servicer by the trustee or the issuer;                

o        events of insolvency, readjustment of debt, marshalling of assets and  
material respect any other of its covenants or agreements in the servicing      
agreement with respect to the series of notes which continues unremedied for a  
specified number of days after the giving of written notice of the failure to   
the master servicer by the trustee or the issuer;                               

o        liabilities or similar proceedings regarding the master servicer and   
actions by the master servicer indicating its insolvency or inability to pay its
obligations and                                                                 

o        any other servicing default as set forth in the servicing agreement.   

         So long as a servicing default remains unremedied, either the depositor
or the trustee may, by written notification to the master servicer and to the   
issuer or the trustee or trust fund, as applicable, terminate all of the rights 
and obligations of the master servicer under the servicing agreement, other than
any right of the master servicer as noteholder or as holder of the equity       
certificates and other than the right to receive servicing compensation and     
expenses for servicing the mortgage loans during any period prior to the date of
the termination. Upon termination of the master servicer the trustee will       
succeed to all responsibilities, duties and liabilities of the master servicer  
under the servicing agreement, other than the obligation to repurchase mortgage 
loans, and will be entitled to similar compensation arrangements. If the trustee
would be obligated to succeed the master servicer but is unwilling to so act, it
may appoint, or if it is unable to so act, it shall appoint, or petition a court
of competent jurisdiction for the appointment of an approved mortgage servicing 
institution with a net worth of at least $1,000,000 to act as successor to the  
master servicer under the servicing agreement. Pending the appointment of a     
successor, the trustee is obligated to act in the capacity of master servicer.  
The trustee and the successor may agree upon the servicing compensation to be   
paid, which in no event may be greater than the compensation to the initial     
master servicer under the servicing agreement.                                  

Indenture                                                     

An event of default under the indenture will include:         

o        a default for a specified number of days or more in the payment of any 
principal of or interest on any note of the series;                             

o        failure to perform any other covenant of the depositor or the trust    
fund in the indenture which continues for a specified number of days after      
notice of failure is given in accordance with the procedures described in the   
related prospectus supplement;                                                  

o        any representation or warranty made by the depositor or the trust fund 
in the indenture or in any certificate or other writing having been incorrect in
a material respect as of the time made, and the breach is not cured within a    
specified number of days after notice of breach is given in accordance with the 
procedures described in the related prospectus supplement;                      

o        events of bankruptcy, insolvency, receivership or liquidation of the   
depositor or the issuer; or                                                     

o        any other event of default provided with respect to notes of that      
series.                                                                         

       If an event of default with respect to the notes of any series occurs
and is continuing, the trustee or the holders of a majority of the then         
aggregate outstanding amount of the notes of the series may                     

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declare the principal amount, or, if the notes of that series are Accrual       
Securities, the portion of the principal amount as may be specified in the terms
of that series, as provided in the related prospectus supplement, of all the    
notes of the series to be due and payable immediately. That declaration may,    
under the circumstances set forth in the indenture, be rescinded and annulled by
the holders of a majority in aggregate outstanding amount of the related notes. 

       If following an event of default with respect to any series of notes,
the notes of the series have been declared to be due and payable, the trustee   
may, in its discretion, notwithstanding the acceleration, elect to maintain     
possession of the collateral securing the notes of the series and to continue to
apply payments on the collateral as if there had been no declaration of         
acceleration if the collateral continues to provide sufficient funds for the    
payment of principal of and interest on the notes of the series as they would   
have become due if there had not been a declaration. In addition, the trustee   
may not sell or otherwise liquidate the collateral securing the notes of a      
series following an event of default, unless                                    

o        the holders of 100% of the then aggregate outstanding amount of the    
notes of the series consent to the sale,                                        

o        the proceeds of the sale or liquidation are sufficient to pay in full  
the principal of and accrued interest, due and unpaid, on the outstanding notes 
of the series at the date of the sale, or                                       

o        the trustee determines that the collateral would not be sufficient on  
an ongoing basis to make all payments on the notes as the payments would have   
become due if the notes had not been declared due and payable, and the trustee  
obtains the consent of the holders of 66 2/3% of the then aggregate outstanding 
amount of the notes of the series.                                              

         If the trustee liquidates the collateral in connection with an event of
default, the indenture may provide that the trustee will have a prior lien on   
the proceeds of any liquidation for unpaid fees and expenses. As a result, upon 
the occurrence of an event of default, the amount available for payments to the 
noteholders would be less than would otherwise be the case. However, the trustee
may not institute a proceeding for the enforcement of its lien except in        
connection with a proceeding for the enforcement of the lien of the indenture   
for the benefit of the noteholders after the occurrence of an event of default. 

        If the principal of the notes of a series is declared due and payable,
the holders of those notes issued at a discount from par may be entitled to     
receive no more than an amount equal to the unpaid principal amount of the note 
less the amount of the discount that is unamortized.                            

      No noteholder or holder of an equity certificate generally will have
any right under an owner trust agreement or indenture to institute any          
proceeding with respect to the agreement unless:                                

o        the holder previously has given to the trustee written notice of       
default and the default is continuing,                                          

o        the holders of notes or equity certificates of any class evidencing not
less than 25% of the aggregate percentage interests constituting the class (a)  
have made written request upon the trustee to institute a proceeding in its own 
name as trustee thereunder and (b) have offered to the trustee reasonable       
indemnity,                                                                      

o        the trustee has neglected or refused to institute a proceeding for 60  
days after receipt of the request and indemnity, and                            

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o        no direction inconsistent with the written request has been given to   
the trustee during the 60 day period by the holders of a majority of the note   
balances of the class. However, the trustee will be under no obligation to      
exercise any of the trusts or powers vested in it by the applicable agreement or
to institute, conduct or defend any litigation at the request, order or         
direction of any of the holders of notes or equity certificates covered by the  
agreement, unless the holders have offered to the trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred     
therein or thereby.                                                             

AMENDMENT                                                                       

       With respect to each series of certificates, each related pooling and
servicing agreement or trust agreement may be amended by the depositor, the     
master servicer, and the trustee, upon consent of the provider of credit        
support, if any, without the consent of any of the holders of certificates      
covered by the agreement, to cure any ambiguity, to correct, modify or          
supplement any provision in the agreement, or to make any other provisions with 
respect to matters or questions arising under the agreement which are not       
inconsistent with the provisions of the agreement, provided that the action will
not adversely affect in any material respect the interests of any holder of     
certificates covered by the agreement as evidenced by either an opinion of      
counsel or a confirmation by the rating agencies that such amendment will not   
result in the downgrading of the securities. No amendment shall be deemed to    
adversely affect in any material respect the interests of any Certificateholder 
who shall have consented thereto, and no Opinion of Counsel or written notice   
from the Rating Agencies shall be required to address the effect of any such    
amendment on any such consenting Certificateholder. Each agreement may also be  
amended by the depositor, the master servicer, if any, and the trustee, with the
consent of the holders of certificates evidencing not less than 66% of the      
voting rights, for any purpose; provided, however, that no amendment may        

o        reduce in any manner the amount of or delay the timing of, payments    
received on trust fund assets which are required to be distributed on any       
certificate without the consent of the holder of the certificate,               

o        adversely affect in any material respect the interests of the holders  
of any class of certificates in a manner other than as described in the above   
bullet point (as evidenced by either an opinion of counsel or a confirmation by 
the rating agencies that such amendment will not result in the downgrading of   
the securities) in a manner, other than as described in the first bullet point, 
or                                                                              

o        reduce the percentage of voting rights required by the preceding bullet
point for the consent to any amendment without the consent of the holders of all
certificates covered by the agreement then outstanding.                         

         However, with respect to any series of certificates as to which a REMIC
election is to be made, the trustee will not consent to any amendment of the    
agreement unless it shall first have received an opinion of counsel to the      
effect that the amendment will not cause the trust fund to fail to qualify as a 
REMIC at any time that the related certificates are outstanding. The voting     
rights evidenced by any certificate will be the portion of the voting rights of 
all of the certificates in the related series allocated in the manner described 
in the related prospectus supplement.                                           

        With respect to each series of notes, each related servicing agreement
or indenture may be amended by the parties to the agreement without the consent 
of any of the holders of the notes covered by the agreement, to cure any        
ambiguity, to correct, modify or supplement any provision in the agreement, or  
to make any other provisions with respect to matters or questions arising under 
the agreement which are not inconsistent with the provisions of the agreement,  
provided that the action will not adversely affect in any material respect the  
interests of any holder of notes covered by the agreement as evidenced by either
an opinion of counsel or a confirmation by the rating agencies that such        
amendment will not result in the                                                

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downgrading of the notes. Each agreement may also be amended by the parties to  
the agreement with the consent of the holders of notes evidencing not less than 
66% of the voting rights, for any purpose, that no amendment may                

o        reduce in any manner the amount of or delay the timing of, payments    
received on trust fund assets which are required to be distributed on any note  
without the consent of the holder of that note,                                 

o        adversely affect in any material respect the interests of the holders  
of any class of notes in a manner other than as described in the preceding      
bullet point (as evidenced by either an opinion of counsel or a confirmation by 
the rating agencies that such amendment will not result in the downgrading of   
the notes), without the consent of the holders of notes of that class evidencing
not less than 66% of the aggregate voting rights of that class, or              

o        reduce the percentage of voting rights required by the preceding bullet
point for the consent to any amendment without the consent of the holders of all
notes covered by the agreement then outstanding. The voting rights evidenced by 
any note will be the portion of the voting rights of all of the notes in the    
related series allocated in the manner described in the related prospectus      
supplement.                                                                     

TERMINATION                                                                     

      The obligations created by the related agreements for each series of
securities will terminate upon the payment to securityholders of that series of 
all amounts held in the certificate account or by the master servicer and       
required to be paid to them under the agreements following the earlier of       

o        the final payment or other liquidation of the last asset included in   
the related trust fund or the disposition of all underlying property subject to 
the trust fund assets acquired upon foreclosure of the trust fund assets, and   

o        the purchase of all of the assets of the trust fund by the party       
entitled to effect the termination, under the circumstances and in the manner   
set forth in the related prospectus supplement.                                 

        In no event, however, will the trust created by the related agreements
continue beyond the date specified in the related prospectus supplement. Written
notice of termination of the related agreements will be given to each           
securityholder, and the final distribution will be made only upon surrender and 
cancellation of the securities at an office or agency appointed by the trustee  
which will be specified in the notice of termination.                           

Any purchase of assets of the trust fund in connection with a 
termination, shall be made at the price set forth in the related prospectus     
supplement which in most cases will be equal to the greater of:                 

o        the sum of (a) 100% of the stated principal balance of each mortgage   

o        loan as of the day of the purchase plus accrued interest thereon at the
applicable interest rate net of the rates at which the servicing fees and the   
retained interest, if any, are calculated to the first day of the month         
following the purchase plus (b) the appraised value of any underlying property  
subject to the mortgage loans acquired for the benefit of securityholders, and  

o        the aggregate fair market value of all of the assets in the trust fund,
as determined by the trustee, the master servicer, and, if different than both  
such persons, the person entitled to effect the termination, in each case taking
into account accrued interest at the applicable interest rate net of the rates  
at which the                                                                    

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servicing fees and the retained interest, if any, are calculated to the first   
day of the month following the purchase.                                        

The exercise of an optimal termination right will effect early
retirement of the securities of that series, but the right of the person        
entitled to effect the termination is subject to the aggregate principal balance
of the outstanding trust fund assets for the series at the time of purchase     
being less than the percentage of the aggregate principal balance of the trust  
fund assets at the cut-off date for that series specified in the related        
prospectus supplement, which percentage will be between 25% and 0%.             

       In addition to the repurchase of the assets in the related trust fund
at the Clean-up Call, if so specified in the related prospectus supplement, a   
holder of a non-offered class of securities described in the preceding paragraph
will have the right, solely at its discretion, to terminate the related trust   
fund on any distribution date after the 12th distribution date following the    
date of initial issuance of the related series of securities and until the date 
as the Clean-up Call becomes exercisable and thereby effect early retirement of 
the securities of the series. Any call of this type will be of the entire trust 
fund at one time; multiple calls with respect to any series of securities will  
not be permitted. If the call option is exercised, the Call Class must remit to 
the trustee a price equal to 100% of the principal balance of the securities    
offered by this prospectus as of the day of the purchase plus accrued interest  
thereon at the applicable security interest rate during the related period on   
which interest accrues on the securities which the trustee will distribute to   
securityholders. If funds to terminate are not deposited with the related       
trustee, the securities will remain outstanding. There will not be any          
additional remedies available to securityholders. In addition, in the case of a 
trust fund for which a REMIC election or elections have been made, an early     
termination will constitute a "qualified liquidation" under Section 860F of the 
Code. In connection with a call by the Call Class, the final payment to the     
securityholders will be made upon surrender of the related securities to the    
trustee. Once the securities have been surrendered and paid in full, there will 
not be any continuing liability from the securityholders or from the trust fund 
to securityholders.                                                             

DUTIES OF THE TRUSTEE                                                           

        The trustee makes no representations as to the validity or sufficiency
of any agreement, the securities or any mortgage loan or related document and is
not accountable for the use or application by or on behalf of the master        
servicer of any funds paid to the master servicer or its designee in respect of 
the securities or the mortgage loans, or deposited into or withdrawn from the   
certificate account or any other account by or on behalf of the master servicer.
If no event of default has occurred and is continuing, the trustee is required  
to perform only those duties specifically required under the related agreement. 
However, upon receipt of the various certificates, reports or other instruments 
required to be furnished to it, the trustee is required to examine the documents
and to determine whether they conform to the requirements of the related        
agreement.                                                                      

DESCRIPTION OF THE TRUSTEE                                                      

    The trustee or indenture trustee, each referred to as the trustee,
under each pooling and servicing agreement, trust agreement or indenture will be
named in the related prospectus supplement. The owner trustee for each series of
notes will be named in the related prospectus supplement. The commercial bank,  
national banking association or trust company serving as trustee or owner       
trustee may have normal banking relationships with the depositor and its        
affiliates and with the master servicer and its affiliates.                     

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DESCRIPTION OF CREDIT SUPPORT                                                   

         If so provided in the related prospectus supplement, the trust fund for
a series of securities may include credit support for that series or for one or 
more classes of securities comprising the series, which credit support may      
consist of any combination of the following separate components, any of which   
may be limited to a specified percentage of the aggregate principal balance of  
the mortgage loans covered thereby or a specified dollar amount:                

o        coverage with respect to realized losses incurred on liquidated loans; 

o        coverage with respect to realized losses that are attributable to      
physical damage to mortgaged properties of a type that is not covered by        
standard hazard insurance policies; and                                         

o        coverage with respect to specific actions that may be taken by a       
bankruptcy court in connection with a mortgage loan, including a reduction of   
the interest rate on a mortgage loan, an extension of its maturity or a         
reduction in the principal balance of the mortgage loan.                        

        As set forth in the following paragraphs and in the related prospectus
supplement, credit support coverage may be provided by subordination of one or  
more classes to other classes of securities in a series, one or more insurance  
policies, a bankruptcy bond, a letter of credit, a reserve fund,                
overcollateralization, cross support, or another method of credit support       
described in the related prospectus supplement or any combination of the        
foregoing. The amount and type of any credit support with respect to a series of
securities or with respect to one or more classes of securities comprising that 
series, and the obligors on the credit support, will be set forth in the related
prospectus supplement. A copy of the policy or agreement, as applicable,        
governing the applicable credit support will be filed with the Commission as an 
exhibit to a Current Report on Form 8-K to be filed within 15 days of issuance  
of the related series.                                                          

SUBORDINATION                                                                   

    With respect to any Senior/Subordinate Series, in the event of any
realized losses on mortgage loans not in excess of the limitations described in 
the following paragraph, the rights of the subordinate securityholders to       
receive distributions with respect to the mortgage loans will be subordinate to 
the rights of the senior securityholders to the extent described in the related 
prospectus supplement.                                                          

        All realized losses will be allocated to the subordinate securities of
the related series, or, if the series includes more than one class of           
subordinate securities, to the outstanding class of subordinate securities      
having the first priority for allocation of realized losses and then to         
additional outstanding classes of subordinate securities, if any, until the     
principal balance of the applicable subordinate securities has been reduced to  
zero. Any additional realized losses will be allocated to the senior securities 
or, if the series includes more than one class of senior securities, either on a
pro rata basis among all of the senior securities in proportion to their        
respective outstanding principal balances or as otherwise provided in the       
related prospectus supplement. However, with respect to realized losses that are
attributable to physical damage to mortgaged properties of a type that is not   
covered by standard hazard insurance policies, the amount thereof that may be   
allocated to the subordinate securities of the related series may be limited to 
an amount specified in the related prospectus supplement. If so, any realized   
losses of this type in excess of the amount allocable to the subordinate        
securities will be allocated among all outstanding classes of securities of the 
related series, on a pro rata basis in proportion to their respective           
outstanding principal balances, regardless of whether any subordinate securities
remain outstanding, or as otherwise provided in the related prospectus          
supplement. Any allocation of a realized loss to a security will be made by     

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reducing the principal balance thereof as of the distribution date following the
Prepayment Period in which the realized loss was incurred.                      

     As set forth under "Description of the Securities--Distributions of
Principal of the Securities", the rights of holders of the various classes of   
securities of any series to receive distributions of principal and interest is  
determined by the aggregate principal balance of each class. The principal      
balance of any security will be reduced by all amounts previously distributed on
that security in respect of principal, and by any realized losses allocated to  
that security. If there were no realized losses or prepayments of principal on  
any of the mortgage loans, the respective rights of the holders of securities of
any series to future distributions would not change. However, to the extent so  
provided in the related prospectus supplement, holders of senior securities may 
be entitled to receive a disproportionately larger amount of prepayments        
received, which will have the effect of accelerating the amortization of the    
senior securities and increasing the respective percentage interest in future   
distributions evidenced by the subordinate securities in the related trust fund,
with a corresponding decrease in the senior percentage, as well as preserving   
the availability of the subordination provided by the subordinate securities. In
addition, as set forth in the paragraph above, realized losses will be first    
allocated to subordinate securities by reduction of the principal balance       
thereof, which will have the effect of increasing the respective interest in    
future distributions evidenced by the senior securities in the related trust    
fund.                                                                           

        If so provided in the related prospectus supplement, amounts otherwise
payable on any distribution date to holders of subordinate securities may be    
deposited into a reserve fund. Amounts held in any reserve fund may be applied  
as described below under "--Reserve Funds" and in the related prospectus        
supplement.                                                                     

         With respect to any Senior/Subordinate Series, the terms and provisions
of the subordination may vary from those described in the preceding paragraphs  
and any variation will be described in the related prospectus supplement.       

         If so provided in the related prospectus supplement, the credit support
for the senior securities of a Senior/Subordinate Series may include, in        
addition to the subordination of the subordinate securities of the series and   
the establishment of a reserve fund, any of the other forms of credit support   
described in this prospectus supplement. If any of the other forms of credit    
support described below is maintained solely for the benefit of the senior      
securities of a Senior/Subordinate Series, then that coverage described may be  
limited to the extent necessary to make required distributions on the senior    
securities or as otherwise specified in the related prospectus supplement. If so
provided in the related prospectus supplement, the obligor on any other forms of
credit support maintained for the benefit of the senior securities of a         
Senior/Subordinate Series may be reimbursed for amounts paid thereunder out of  
amounts otherwise payable on the subordinate securities.                        

LETTER OF CREDIT                                                                

       As to any series of securities to be covered by a letter of credit, a
bank will deliver to the trustee an irrevocable letter of credit. The master    
servicer or trustee will exercise its best reasonable efforts to keep or cause  
to be kept the letter of credit in full force and effect, unless coverage       
thereunder has been exhausted through payment of claims. The master servicer    
will agree to pay the fees for the letter of credit on a timely basis unless, as
described in the related prospectus supplement, the payment of those fees is    
otherwise provided for.                                                         

        The master servicer or the trustee will make or cause to be made draws
on the letter of credit bank under each letter of credit. Subject to any        
differences as will be described in the related prospectus                      

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supplement, letters of credit may cover all or any of the following amounts, in 
each case up to a maximum amount set forth in the letter of credit:             

    (1) For any mortgage loan that became a liquidated loan during the
related Prepayment Period, other than mortgage loans as to which amounts paid or
payable under any related hazard insurance instrument, including the letter of  
credit as described in (2) below, are not sufficient either to restore the      
mortgaged property or to pay the outstanding principal balance of the mortgage  
loan plus accrued interest, an amount which, together with all Liquidation      
Proceeds, Insurance Proceeds, and other collections on the liquidated loan, net 
of amounts payable or reimbursable therefrom to the master servicer for related 
unpaid servicing fees and unreimbursed servicing expenses, will equal the sum of
(A) the unpaid principal balance of the liquidated loan, plus accrued interest  
at the applicable interest rate net of the rates at which the servicing fee and 
retained interest are calculated, plus (B) the amount of related servicing      
expenses, if any, not reimbursed to the master servicer from Liquidation        
Proceeds, Insurance Proceeds and other collections on the liquidation loan,     
which shall be paid to the master servicer;                                     

   (2) For each mortgage loan that is delinquent and as to which the
mortgaged property has suffered damage, other than physical damage caused by    
hostile or warlike action in time of war or peace, by any weapons of war, by any
insurrection or rebellion, or by any nuclear reaction or nuclear radiation or   
nuclear contamination whether controlled or uncontrolled, or by any action taken
by any governmental authority in response to any of the foregoing, and for which
any amounts paid or payable under the related primary hazard insurance policy or
any special hazard insurance policy are not sufficient to pay either of the     
following amounts, an amount which, together with all Insurance Proceeds paid or
payable under the related primary hazard insurance policy or any special hazard 
insurance policy, net, if the proceeds are not to be applied to restore the     
mortgaged property, of all amounts payable or reimbursable therefrom to the     
master servicer for related unpaid servicing fees and unreimbursed servicing    
expenses, will be equal to the lesser of (A) the amount required to restore the 
mortgaged property and (B) the sum of (1) the unpaid principal balance of the   
mortgage loan plus accrued interest at the applicable interest rate net of the  
rates at which the servicing fees and retained interest, if any, are calculated,
plus (2) the amount of related servicing expenses, if any, not reimbursed to the
master servicer from Insurance Proceeds paid under the related primary hazard   
insurance policy or any special hazard insurance policy; and                    

(3) For any mortgage loan that has been subject to bankruptcy 
proceedings as described above, the amount of any debt service reduction or the 
amount by which the principal balance of the mortgage loan has been reduced by  
the bankruptcy court.                                                           

       If the related prospectus supplement so provides, upon payment by the
letter of credit bank with respect to a liquidated loan, or a payment of the    
full amount owing on a mortgage loan as to which the mortgaged property has been
damaged, as described in (2)(B) above, the liquidated loan will be removed from 
the related trust fund in accordance with the terms set forth in the related    
prospectus supplement and will no longer be subject to the agreement. Unless    
otherwise provided in the related prospectus supplement, mortgage loans that    
have been subject to bankruptcy proceedings, or as to which payment under the   
letter of credit has been made for the purpose of restoring the related         
mortgaged property, as described in (2)(A) above, will remain part of the       
related trust fund. The maximum dollar coverages provided under any letter of   
credit will each be reduced to the extent of related unreimbursed draws         
thereunder.                                                                     

         In the event that the bank that has issued a letter of credit ceases to
be a duly organized commercial bank, or its debt obligations are rated lower    
than the highest rating on any class of the securities on the date of issuance  
by the rating agency or agencies, the master servicer or trustee will use       

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its best reasonable efforts to obtain or cause to be obtained, as to each letter
of credit, a substitute letter of credit issued by a commercial bank that meets 
these requirements and providing the same coverage; provided, however, that, if 
the fees charged or collateral required by the successor bank shall be more than
the fees charged or collateral required by the predecessor bank, each component 
of coverage thereunder may be reduced proportionately to a level as results in  
the fees and collateral being not more than the fees then charged and collateral
then required by the predecessor bank.                                          

MORTGAGE POOL INSURANCE POLICY                                                  

 As to any series of securities to be covered by a mortgage pool
insurance policy with respect to any realized losses on liquidated loans, the   
master servicer will exercise its best reasonable efforts to maintain or cause  
to be maintained the mortgage pool insurance policy in full force and effect,   
unless coverage thereunder has been exhausted through payment of claims. The    
master servicer will agree to pay the premiums for each mortgage pool insurance 
policy on a timely basis unless, as described in the related prospectus         
supplement, the payment of those fees is otherwise provided.                    

         The master servicer will present or cause to be presented claims to the
insurer under each mortgage pool insurance policy. Mortgage pool insurance      
policies, however, are not blanket policies against loss, since claims          
thereunder may be made only upon satisfaction of certain conditions, as         
described in the next paragraph and, if applicable, in the related prospectus   
supplement.                                                                     

         Mortgage pool insurance policies do not cover losses arising out of the
matters excluded from coverage under the primary mortgage insurance policy, or  
losses due to a failure to pay or denial of a claim under a primary mortgage    
insurance policy, irrespective of the reason therefor.                          

       Mortgage pool insurance policies in general provide that no claim may
validly be presented thereunder with respect to a mortgage loan unless:         

o        an acceptable primary mortgage insurance policy, if the initial        
loan-to-value ratio of the mortgage loan exceeded 80%, has been kept in force   
until the loan-to-value ratio is reduced to 80%;                                

o        premiums on the primary hazard insurance policy have been paid by the  
insured and real estate taxes and foreclosure, protection and preservation      
expenses have been advanced by or on behalf of the insured, as approved by the  
insurer;                                                                        

o        if there has been physical loss or damage to the mortgaged property,   
it has been restored to its physical condition at the time the mortgage loan    
became insured under the mortgage pool insurance policy, subject to reasonable  
wear and tear; and                                                              

o        the insured has acquired good and merchantable title to the mortgaged  
property, free and clear of all liens and encumbrances, except permitted        
encumbrances, including any right of redemption by or on behalf of the          
mortgagor, and if required by the insurer, has sold the property with the       
approval of the insurer.                                                        

    Assuming the satisfaction of these conditions, the insurer has the
option to either (a) acquire the property securing the defaulted mortgage loan  
for a payment equal to the principal balance of the defaulted mortgage loan plus
accrued and unpaid interest at the interest rate on the mortgage loan to the    
date of acquisition and expenses described above advanced by or on behalf of the
insured, on condition that the insurer must be provided with good and           
merchantable title to the mortgaged property, unless the property has been      
conveyed under the terms of the applicable primary mortgage insurance policy, or
(b) pay the amount by which the sum of the principal balance of the defaulted   
mortgage loan and accrued and                                                   

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unpaid interest at the interest rate to the date of the payment of the claim and
the expenses exceed the proceeds received from a sale of the mortgaged property 
which the insurer has approved. In both (a) and (b), the amount of payment under
a mortgage pool insurance policy will be reduced by the amount of the loss paid 
under the primary mortgage insurance policy.                                    

       Unless earlier directed by the insurer, a claim under a mortgage pool
insurance policy must be filed (a) in the case when a primary mortgage insurance
policy is in force, within a specified number of days (typically, 60 days) after
the claim for loss has been settled or paid thereunder, or after acquisition by 
the insured or a sale of the property approved by the insurer, whichever is     
later, or (b) in the case when a primary mortgage insurance policy is not in    
force, within a specified number of days (typically, 60 days) after acquisition 
by the insured or a sale of the property approved by the insurer. A claim must  
be paid within a specified period (typically, 30 days) after the claim is made  
by the insured.                                                                 

       The amount of coverage under each mortgage pool insurance policy will
generally be reduced over the life of the securities of any series by the       
aggregate dollar amount of claims paid less the aggregate of the net amounts    
realized by the insurer upon disposition of all acquired properties. The amount 
of claims paid includes certain expenses incurred by the master servicer as well
as accrued interest on delinquent mortgage loans to the date of payment of the  
claim. Accordingly, if aggregate net claims paid under a mortgage pool insurance
policy reach the applicable policy limit, coverage thereunder will be exhausted 
and any further losses will be borne by securityholders of the related series.  
See "Legal Aspects of Mortgage Loans--Foreclosure on Mortgages" and             
"--Repossession with respect to Manufactured Housing Contracts".                

     If an insurer under a mortgage pool insurance policy ceases to be a
private mortgage guaranty insurance company duly qualified as such under        
applicable laws and approved as an insurer by Freddie Mac or Fannie Mae and     
having a claims-paying ability acceptable to the rating agency or agencies, the 
master servicer will use its best reasonable efforts to obtain or cause to be   
obtained from another qualified insurer a replacement insurance policy          
comparable to the mortgage pool insurance policy with a total coverage equal to 
the then outstanding coverage of the mortgage pool insurance policy; provided,  
however, that if the cost of the replacement policy is greater than the cost of 
the original mortgage pool insurance policy, the coverage of the replacement    
policy may be reduced to the level that its premium rate does not exceed the    
premium rate on the original mortgage pool insurance policy. However, if the    
insurer ceases to be a qualified insurer solely because it ceases to be approved
as an insurer by Freddie Mac or Fannie Mae, the master servicer will review, or 
cause to be reviewed, the financial condition of the insurer with a view towards
determining whether recoveries under the mortgage pool insurance policy are     
jeopardized for reasons related to the financial condition of the insurer. If   
the master servicer determines that recoveries are so jeopardized, it will      
exercise its best reasonable efforts to obtain from another qualified insurer a 
replacement policy, subject to the same cost limitation.                        

   Because each mortgage pool insurance policy will require that the
property subject to a defaulted mortgage loan be restored to its original       
condition prior to claiming against the insurer, the policy will not provide    
coverage against hazard losses. As set forth in the immediately following       
paragraph, the primary hazard insurance policies covering the mortgage loans    
typically exclude from coverage physical damage resulting from a number of      
causes and, even when the damage is covered, may afford recoveries that are     
significantly less than the full replacement cost of the losses. Further, a     
special hazard insurance policy, or a letter of credit that covers special      
hazard realized losses, will not cover all risks, and the coverage thereunder   
will be limited in amount. These hazard risks will, as a result, be uninsured   
and will therefore be borne by securityholders.                                 

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SPECIAL HAZARD INSURANCE POLICY                                                 

         As to any series of securities to be covered by an insurance instrument
that does not cover losses that are attributable to physical damage to the      
mortgaged properties of a type that is not covered by standard hazard insurance 
policies, in other words, special hazard realized losses, the related prospectus
supplement may provide that the master servicer will exercise its best          
reasonable efforts to maintain or cause to be maintained a special hazard       
insurance policy in full force and effect covering the special hazard amount,   
unless coverage thereunder has been exhausted through payment of claims;        
provided, however, that the master servicer will be under no obligation to      
maintain the policy if any insurance instrument covering the series as to any   
realized losses on liquidated loans is no longer in effect. The master servicer 
will agree to pay the premiums on each special hazard insurance policy on a     
timely basis unless, as described in the related prospectus supplement, payment 
of those premiums is otherwise provided for.                                    

       Each special hazard insurance policy will, subject to the limitations
described in the next paragraph, protect holders of securities of the related   
series from:                                                                    

o        loss by reason of damage to mortgaged properties caused by certain     
hazards, including earthquakes and mudflows, not insured against under the      
primary hazard insurance policies or a flood insurance policy if the property is
in a designated flood area, and                                                 

o        loss from partial damage caused by reason of the application of the    
co-insurance clause contained in the primary hazard insurance policies.         

 Special hazard insurance policies usually will not cover losses
occasioned by normal wear and tear, war, civil insurrection, governmental       
actions, errors in design, nuclear or chemical reaction or contamination, faulty
workmanship or materials, flood, if the property is located in a designated     
flood area, and other risks.                                                    

     Subject to the foregoing limitations, each special hazard insurance
policy will provide that, when there has been damage to property securing a     
defaulted mortgage loan acquired by the insured and to the extent the damage is 
not covered by the related primary hazard insurance policy or flood insurance   
policy, the insurer will pay the lesser of (1) the cost of repair to the        
property and (2) upon transfer of the property to the insurer, the unpaid       
principal balance of the mortgage loan at the time of acquisition of the        
property by foreclosure, deed in lieu of foreclosure or repossession, plus      
accrued interest to the date of claim settlement and expenses incurred by or on 
behalf of the master servicer with respect to the property.                     

       The amount of coverage under the special hazard insurance policy will
be reduced by the sum of (a) the unpaid principal balance plus accrued interest 
and certain expenses paid by the insurer, less any net proceeds realized by the 
insurer from the sale of the property, plus (b) any amount paid as the cost of  
repair of the property.                                                         

      Restoration of the property with the proceeds described under clause
(1) of the immediately preceding paragraph will satisfy the condition under an  
insurance instrument providing coverage as to credit, or other non-hazard risks,
that the property be restored before a claim thereunder may be validly presented
with respect to the defaulted mortgage loan secured by the property. The payment
described under clause (2) of the immediately preceding paragraph will render   
unnecessary presentation of a claim in respect of the mortgage loan under an    
insurance instrument providing coverage as to credit, or other non-hazard risks,
as to any realized losses on a liquidated loan. Therefore, so long as the       
insurance instrument providing coverage as to credit, or other non-hazard risks,
remains in effect, the payment by                                               

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the insurer of either of the above alternative amounts will not affect the total
insurance proceeds paid to securityholders, but will affect the relative amounts
of coverage remaining under any special hazard insurance policy and any credit  
insurance instrument.                                                           

        The sale of a mortgaged property must be approved by the insurer under
any special hazard insurance policy and funds received by the insured in excess 
of the unpaid principal balance of the mortgage loan plus interest thereon to   
the date of sale plus expenses incurred by or on behalf of the master servicer  
with respect to the property, not to exceed the amount actually paid by the     
insurer, must be refunded to the insurer and, to that extent, coverage under the
special hazard insurance policy will be restored. If aggregate claim payments   
under a special hazard insurance policy reach the policy limit, coverage        
thereunder will be exhausted and any further losses will be borne by            
securityholders.                                                                

         A claim under a special hazard insurance policy generally must be filed
within a specified number of days, typically 60 days, after the insured has     
acquired good and merchantable title to the property, and a claim payment is    
payable within a specified number of days, typically 30 days, after a claim is  
accepted by the insurer. Special hazard insurance policies provide that no claim
may be paid unless primary hazard insurance policy premiums, flood insurance    
premiums, if the property is located in a federally designated flood area, and, 
as approved by the insurer, real estate property taxes, property protection and 
preservation expenses and foreclosure or repossession costs have been paid by or
on behalf of the insured, and unless the insured has maintained the primary     
hazard insurance policy and, if the property is located in a federally          
designated flood area, flood insurance, as required by the special hazard       
insurance policy.                                                               

        If a special hazard insurance policy is canceled or terminated for any
reason, other than the exhaustion of total policy coverage, the master servicer 
will use its best reasonable efforts to obtain or cause to be obtained from     
another insurer a replacement policy comparable to that special hazard insurance
policy with a total coverage that is equal to the then existing coverage of the 
replaced special hazard insurance policy; provided, however, that if the cost of
the replacement policy is greater than the cost of that special hazard insurance
policy, the coverage of the replacement policy may be reduced to a level so that
its premium rate does not exceed the premium rate on that special hazard        
insurance policy.                                                               

       Since each special hazard insurance policy is designed to permit full
recoveries as to any realized losses on liquidated loans under a credit         
insurance instrument in circumstances in which recoveries would otherwise be    
unavailable because property has been damaged by a cause not insured against by 
a primary hazard insurance policy and thus would not be restored, each agreement
governing the trust fund will provide that, if the related credit insurance     
instrument shall have lapsed or terminated or been exhausted through payment of 
claims, the master servicer will be under no further obligation to maintain the 
special hazard insurance policy.                                                

BANKRUPTCY BOND                                                                 

        As to any series of securities to be covered by a bankruptcy bond with
respect to actions that may be taken by a bankruptcy court in connection with a 
mortgage loan, the master servicer will exercise its best reasonable efforts to 
maintain or cause to be maintained the bankruptcy bond in full force and effect,
unless coverage thereunder has been exhausted through payment of claims. The    
master servicer will pay or cause to be paid the premiums for each bankruptcy   
bond on a timely basis, unless, as described in the related prospectus          
supplement, payment of those premiums is otherwise provided for. Subject to the 
limit of the dollar amount of coverage provided, each bankruptcy bond will cover
certain losses resulting from an extension of the maturity of a mortgage loan,  
or a reduction by the bankruptcy court of the principal balance of or the       
interest rate on a mortgage loan, and the unpaid interest on the amount of a    
principal                                                                       

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reduction during the pendency of a proceeding under the Bankruptcy Code. See    
"Legal Aspects of Mortgage Loans--Foreclosure on Mortgages" and "--Repossession 
with respect to Manufactured Housing Contracts".                                

FINANCIAL GUARANTEE INSURANCE                                                   

    Financial guarantee insurance, if any, with respect to a series of
securities will be provided by one or more insurance companies. The financial   
guarantee insurance will guarantee, with respect to one or more classes of      
securities of the related series, timely distributions of interest and full     
distributions of principal on the basis of a schedule of principal distributions
set forth in or determined in the manner specified in the related prospectus    
supplement. If so specified in the related prospectus supplement, the financial 
guarantee insurance will also guarantee against any payment made to a           
securityholder that is subsequently recovered as a voidable preference payment  
under federal bankruptcy law. A copy of the financial guarantee insurance policy
for a series, if any, will be filed with the Commission as an exhibit to a      
Current Report on Form 8-K to be filed with the Commission within 15 days of    
issuance of the securities of the related series.                               

RESERVE FUND                                                                    

         If so provided in the related prospectus supplement, the depositor will
deposit or cause to be deposited in an account, a reserve fund, any combination 
of cash, one or more irrevocable letters of credit or one or more permitted     
investments in specified amounts, or any other instrument satisfactory to the   
rating agency or agencies, which will be applied and maintained in the manner   
and under the conditions specified in the prospectus supplement. In the         
alternative or in addition to a deposit, the prospectus supplement for a        
Senior/Subordinate Series may provide that, a reserve fund be funded through    
application of all or a portion of amounts otherwise payable on the subordinate 
securities. Amounts in a reserve fund may be distributed to securityholders, or 
applied to reimburse the master servicer for outstanding advances, or may be    
used for other purposes, in the manner specified in the related prospectus      
supplement. A reserve fund will typically not be deemed to be part of the       
related trust fund.                                                             

        Amounts deposited in any reserve fund for a series will be invested in
permitted investments by, or at the direction of, the master servicer or any    
other person named in the related prospectus supplement.                        

OVERCOLLATERALIZATION                                                           

If so specified in the related prospectus supplement, interest
collections on the mortgage loans may exceed interest payments on the securities
for the related distribution date. The excess interest may be deposited into a  
reserve fund or applied as an additional payment of principal on the securities.
If excess interest is applied as principal payments on the securities, the      
effect will be to reduce the principal balance of the securities relative to the
outstanding balance of the mortgage loans, thereby creating                     
overcollateralization and additional protection to the securityholders, as      
specified in the related prospectus supplement. If so provided in the related   
prospectus supplement, overcollateralization may also be provided on the date of
issuance of the securities by the issuance of securities in an initial aggregate
principal amount which is less than the aggregate principal amount of the       
mortgage loans in the related trust fund.                                       

CROSS-SUPPORT FEATURES                                                          

       If the trust fund assets for a series are divided into separate asset
groups, the beneficial ownership of which is evidenced by a separate class or   
classes of a series, credit support may be provided by a cross-                 

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support feature which requires that distributions be made on senior securities  
evidencing the beneficial ownership of one asset group prior to distributions on
subordinate securities evidencing the beneficial ownership interest in another  
asset group within the trust fund. The related prospectus supplement for a      
series which includes a cross-support feature will describe the manner and      
conditions for applying that cross-support feature. As to any trust fund that   
includes a cross-support feature, only assets of the trust fund will be used to 
provide cross-support, and cross-support will be provided only to securities    
issued by the trust fund. A trust fund will not provide a cross-support feature 
that benefits securities issued by any other trust fund, and a trust fund will  
not receive cross-support from any other trust fund.                            

CASH FLOW AGREEMENTS                                                            

         If so provided in the related prospectus supplement, the trust fund may
include other agreements, such as guarantees, interest rate exchange agreements,
interest rate cap, swap, floor or corridor agreements, currency exchange        
agreements or similar agreements designed to reduce the effects of interest rate
or currency exchange rate fluctuations on the trust fund assets and/or on the   
value of one or more classes of securities. The principal terms of any agreement
of this type, and the identity of each obligor, will be described in the        
prospectus supplement for a series of securities. The terms of any such         
agreement will be such that the performance of the related securities will be   
primarily based on the financial assets of the trust fund.                      

DESCRIPTION OF PRIMARY INSURANCE POLICIES                                       

         Each mortgage loan will be covered by a primary hazard insurance policy
and, if required as described in the paragraphs following, a primary mortgage   
insurance policy.                                                               

PRIMARY MORTGAGE INSURANCE POLICIES                                             

   As set forth under "Description of the Securities--Procedures for
Realization Upon Defaulted Mortgage Loans", the master servicer will maintain or
cause to be maintained with respect to each mortgage loan, a primary mortgage   
insurance policy in accordance with the underwriting standards described in this
prospectus and in the related prospectus supplement. Although the terms and     
conditions of primary mortgage insurance policies differ, each primary mortgage 
insurance policy will generally cover losses up to an amount equal to the excess
of the unpaid principal amount of a defaulted mortgage loan, plus accrued and   
unpaid interest thereon and approved expenses, over a specified percentage of   
the value of the related mortgaged property.                                    

   As conditions to the filing or payment of a claim under a primary
mortgage insurance policy, the insured will typically be required, in the event 
of default by the borrower, to:                                                 

o        advance or discharge (a) hazard insurance premiums and (b) as necessary
and approved in advance by the insurer, real estate taxes, property protection  
and preservation expenses and foreclosure and related costs,                    

o        in the event of any physical loss or damage to the mortgaged property, 
have the mortgaged property restored to at least its condition at the effective 
date of the primary mortgage insurance policy, ordinary wear and tear excepted, 
and                                                                             

o        tender to the insurer good and merchantable title to, and possession   
of, the mortgaged property.                                                     

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PRIMARY HAZARD INSURANCE POLICIES ON MORTGAGE LOANS                             

   Each pooling and servicing agreement and servicing agreement will
require the master servicer to cause the borrower on each mortgage loan to      
maintain a primary hazard insurance policy providing for coverage of the        
standard form of fire insurance policy with extended coverage customary in the  
state in which the mortgaged property is located. The primary hazard coverage   
will be in general in an amount equal to the lesser of the principal balance    
owing on the mortgage loan and the amount necessary to fully compensate for any 
damage or loss to the improvements on the mortgaged property on a replacement   
cost basis, but in either case not less than the amount necessary to avoid the  
application of any co-insurance clause contained in the hazard insurance policy.
The ability of the master servicer to assure that hazard insurance proceeds are 
appropriately applied may be dependent upon its being named as an additional    
insured under any primary hazard insurance policy and under any flood insurance 
policy referred to in the paragraph below, and upon the borrower furnishing     
information to the master servicer in respect of a claim. All amounts collected 
by the master servicer under any primary hazard insurance policy, except for    
amounts to be applied to the restoration or repair of the mortgaged property or 
released to the borrower in accordance with the master servicer's normal        
servicing procedures, and subject to the terms and conditions of the related    
Mortgage and mortgage note, will be deposited in the certificate account. The   
agreement will provide that the master servicer may satisfy its obligation to   
cause each borrower to maintain a hazard insurance policy by the master         
servicer's maintaining a blanket policy insuring against hazard losses on the   
mortgage loans. If the blanket policy contains a deductible clause, the master  
servicer will deposit in the certificate account all sums that would have been  
deposited in the certificate account but for that clause. The master servicer   
also is required to maintain a fidelity bond and errors and omissions policy    
with respect to its officers and employees that provides coverage against losses
that may be sustained as a result of an officer's or employee's misappropriation
of funds or errors and omissions in failing to maintain insurance, subject to   
limitations as to amount of coverage, deductible amounts, conditions, exclusions
and exceptions.                                                                 

    In general, the standard form of fire and extended coverage policy
covers physical damage to or destruction of the improvements of the property by 
fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and     
civil commotion, subject to the conditions and exclusions specified in each     
policy. Although the policies relating to the mortgage loans will be            
underwritten by different insurers under different state laws in accordance with
different applicable state forms, and therefore will not contain identical terms
and conditions, the basic terms thereof are dictated by respective state laws,  
and most hazard insurance policies typically do not cover any physical damage   
resulting from the following: war, revolution, governmental actions, floods and 
other water-related causes, earth movement, including earthquakes, landslides   
and mudflows, nuclear reactions, wet or dry rot, vermin, rodents, insects or    
domestic animals, theft and, in some cases, vandalism. This list is merely      
indicative of the kinds of uninsured risks and is not intended to be            
all-inclusive. When a mortgaged property is located at origination in a         
federally designated flood area and flood insurance is available, each agreement
will require the master servicer to cause the borrower to acquire and maintain  
flood insurance in an amount equal in general to the lesser of (a) the amount   
necessary to fully compensate for any damage or loss to the improvements which  
are part of the mortgaged property on a replacement cost basis and (b) the      
maximum amount of insurance available under the federal flood insurance program,
whether or not the area is participating in the program.                        

 The hazard insurance policies covering the mortgaged properties
typically contain a co-insurance clause that in effect requires the insured at  
all times to carry insurance of a specified percentage, generally 80% to 90%, of
the full replacement value of the improvements on the property in order to      
recover the full amount of any partial loss. If the insured's coverage falls    
below this specified percentage, the co-insurance clause generally provides that
the insurer's liability in the event of partial loss does not exceed            

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the lesser of (a) the replacement cost of the improvements less physical        
depreciation and (b) the proportion of the loss as the amount of insurance      
carried bears to the specified percentage of the full replacement cost of the   
improvements.                                                                   

       The master servicer will not require that a hazard or flood insurance
policy be maintained for any cooperative loan. Generally, the cooperative is    
responsible for maintenance of hazard insurance for the property owned by the   
cooperative, and the tenant-stockholders of that cooperative do not maintain    
individual hazard insurance policies. However, if a cooperative and the related 
borrower on a cooperative note do not maintain hazard insurance or do not       
maintain adequate coverage or any insurance proceeds are not applied to the     
restoration of the damaged property, damage to the related borrower's           
cooperative apartment or the cooperative's building could significantly reduce  
the value of the collateral securing the cooperative note.                      

        Since the amount of hazard insurance the master servicer will cause to
be maintained on the improvements securing the mortgage loans declines as the   
principal balances owing thereon decrease, and since residential properties have
historically appreciated in value over time, hazard insurance proceeds collected
in connection with a partial loss may be insufficient to restore fully the      
damaged property. The terms of the mortgage loans provide that borrowers are    
required to present claims to insurers under hazard insurance policies          
maintained on the mortgaged properties. The master servicer, on behalf of the   
trustee and securityholders, is obligated to present or cause to be presented   
claims under any blanket insurance policy insuring against hazard losses on     
mortgaged properties. However, the ability of the master servicer to present or 
cause to be presented these claims is dependent upon the extent to which        
information in this regard is furnished to the master servicer by borrowers.    

STANDARD HAZARD INSURANCE POLICIES ON MANUFACTURED HOMES                        

     The applicable servicing agreement for each series will require the
master servicer to cause to be maintained with respect to each contract one or  
more standard hazard insurance policies which provide, at a minimum, the same   
coverage as a standard form file and extended coverage insurance policy that is 
customary for manufactured housing, issued by a company authorized to issue     
policies in the state in which the manufactured home is located, and in an      
amount which is not less than the lesser of the maximum insurable value of the  
manufactured home or the principal balance due from the obligor on the related  
contract; provided, however, that the amount of coverage provided by each       
standard hazard insurance policy shall be sufficient to avoid the application of
any co-insurance clause contained in the policy. when a manufactured home's     
location was, at the time of origination of the related contract, within a      
federally designated flood area, the master servicer also shall cause flood     
insurance to be maintained, which coverage shall be at least equal to the       
minimum amount specified in the preceding sentence or a lesser amount as may be 
available under the federal flood insurance program. Each standard hazard       
insurance policy caused to be maintained by the master servicer will contain a  
standard loss payee clause in favor of the master servicer and its successors   
and assigns. Unless otherwise stated in the related prospectus supplement, if   
any obligor is in default in the payment of premiums on its standard hazard     
insurance policy or policies, the master servicer will be required to pay the   
premiums out of its own funds, and may add separately the premium to the        
obligor's obligation as provided by the contract, but may not add the premium to
the remaining principal balance of the contract.                                

 The master servicer may maintain, in lieu of causing individual
standard hazard insurance policies to be maintained with respect to each        
manufactured home, and will be required to maintain, to the extent that the     
related contract does not require the obligor to maintain a standard hazard     
insurance policy with respect to the related manufactured home, one or more     
blanket insurance policies covering losses on the obligor's interest in the     
contracts resulting from the absence or insufficiency of individual standard    

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hazard insurance policies. Any blanket policy will be substantially in the form 
and in the amount carried by the master servicer as of the date of the related  
servicing agreement. The master servicer will pay the premium for the policy on 
the basis described in the policy and shall pay any deductible amount with      
respect to claims under the policy relating to the contracts. If the insurer    
shall cease to be acceptable to the master servicer, the master servicer will   
use its best reasonable efforts to obtain from another insurer a replacement    
policy comparable to the policy.                                                

FHA INSURANCE                                                                   

     The Federal Housing Administration is responsible for administering
various federal programs, including mortgage insurance, authorized under The    
Housing Act and the United States Housing Act of 1937, as amended. If so        
provided in the related prospectus supplement, a number of the mortgage loans   
will be insured by the FHA.                                                     

       Section 223(f) of the Housing Act allows HUD to insure mortgage loans
made for the purchase or refinancing of existing apartment projects which are at
least three years old. Section 244 also provides for co-insurance of mortgage   
loans made under Section 223(f). Under Section 223(f), the loan proceeds cannot 
be used for substantial rehabilitation work, but repairs may be made for up to, 
in general, the greater of 15% of the value of the project or a dollar amount   
per apartment unit established from time to time by HUD. In general the loan    
term may not exceed 35 years and a loan to value ratio of no more than 85% is   
required for the purchase of a project and 70% for the refinancing of a project.

       HUD has the option, in most cases, to pay insurance claims in cash or
in debentures issued by HUD. Presently, claims are being paid in cash, and      
claims have not been paid in debentures since 1965. HUD debentures issued in    
satisfaction of FHA insurance claims bear interest at the applicable HUD        
debenture interest rate. The master servicer will be obligated to purchase any  
debenture issued in satisfaction of a defaulted FHA insured mortgage loan       
serviced by it for an amount equal to the principal amount of that debenture.   

      The master servicer will be required to take steps as are reasonably
necessary to keep FHA insurance in full force and effect.                       

VA GUARANTEES                                                                   

         The United States Department of Veterans Affairs is an Executive Branch
Department of the United States, headed by the Secretary of Veterans Affairs.   
The VA currently administers a variety of federal assistance programs on behalf 
of eligible veterans and their dependents and beneficiaries. The VA administers 
a loan guaranty program under which the VA guarantees a portion of loans made to
eligible veterans. If so provided in the prospectus supplement, a number of the 
mortgage loans will be guaranteed by the VA.                                    

  Under the VA loan guaranty program, a VA loan may be made to any
eligible veteran by an approved private sector mortgage lender. The VA          
guarantees payment to the holder of that loan of a fixed percentage of the loan 
indebtedness, up to a maximum dollar amount, in the event of default by the     
veteran borrower. When a delinquency is reported to the VA and no realistic     
alternative to foreclosure is developed by the loan holder or through the VA s  
supplemental servicing of the loan, the VA determines, through an economic      
analysis, whether the VA will (a) authorize the holder to convey the property   
securing the VA loan to the Secretary of Veterans Affairs following termination 
or (b) pay the loan guaranty amount to the holder. The decision as to           
disposition of properties securing defaulted VA Loans is made on a case-by-case 
basis using the procedures set forth in 38 U.S.C. Section 3732(c), as amended.  

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      The master servicer will be required to take steps as are reasonably
necessary to keep the VA guarantees in full force and effect.                   

 LEGAL ASPECTS OF MORTGAGE LOANS

         The following discussion contains general summaries of legal aspects of
loans secured by residential properties. Because these legal aspects are        
governed in part by applicable state law, which laws may differ substantially   
from state to state, the summaries do not purport to be complete nor to reflect 
the laws of any particular state, nor to encompass the laws of all states in    
which the security for the mortgage loans is situated. If there is a            
concentration of the mortgage loans included in a trust fund in a particular    
state, the prospectus supplement for the related series of securities will      
discuss any laws of that state that could materially impact the interest of the 
securityholders.                                                                

GENERAL                                                       

    All of the mortgage loans, except as described below, are loans to
homeowners and all of the Single-Family Loans and Multifamily Loans are         
evidenced by notes or bonds and secured by instruments which may be mortgages,  
deeds of trust, security deeds or deeds to secure debt, depending upon the type 
of security instrument customary to grant a security interest in real property  
in the state in which the single-family property or multifamily property, as the
case may be, is located. If specified in the prospectus supplement relating to a
series of securities, a trust fund may also contain (i) cooperative loans       
evidenced by promissory notes secured by security interests in shares issued by 
private cooperative housing corporations and in the related proprietary leases  
or occupancy agreements granting exclusive rights to occupy specific dwelling   
units in the related buildings or (ii) contracts evidencing both (a) the        
obligation of the obligor to repay the loan evidenced thereby and (b) the grant 
of a security interest in the related Manufactured Home to secure repayment of  
such loan. Any of the foregoing types of encumbrance will create a lien upon, or
grant a title interest in, the subject property, the priority of which will     
depend on the terms of the particular security instrument as well as the order  
of recordation or filing of the instrument in the appropriate public office.    
Such a lien is not prior to the lien for real estate taxes and assessments.     

SINGLE-FAMILY LOANS AND MULTIFAMILY LOANS                                       

         The single-family loans and multifamily loans will be secured by either
mortgages, deeds of trust, security deeds or deeds to secure debt depending upon
the type of security instrument customary to grant a security interest according
to the prevailing practice in the state in which the property subject to a      
single-family loan or multifamily loan is located. The filing of a mortgage or a
deed of trust creates a lien upon or conveys title to the real property         
encumbered by such instrument and represents the security for the repayment of  
an obligation that is customarily evidenced by a promissory note. It is not     
prior to the lien for real estate taxes and assessments. Priority with respect  
to mortgages and deeds of trust depends on their terms and generally on the     
order of recording with the applicable state, county or municipal office. There 
are two parties to a mortgage, the mortgagor, who is the borrower/homeowner or  
the land trustee, and the mortgagee, who is the lender. Under the mortgage      
instrument, the mortgagor delivers to the mortgagee a note or bond and the      
mortgage. In the case of a land trust, title to the property is held by a land  
trustee under a land trust agreement, while the borrower/homeowner is the       
beneficiary of the land trust; at origination of a mortgage loan, the borrower  
executes a separate undertaking to make payments on the mortgage note. Although 
a deed of trust is similar to a mortgage, a deed of trust normally has three    
parties, the trustor, similar to a mortgagor, who may or may not be the         
borrower, the beneficiary, similar to a mortgagee, who is the lender, and the   
trustee, a third-party grantee. Under a deed of trust, the trustor grants the   
property, irrevocably until the debt is paid, in trust, generally with a power  
of sale, to the                                                                 

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trustee to secure payment of the obligation. A security deed and a deed to      
secure debt are special types of deeds which indicate on their face that they   
are granted to secure an underlying debt. By executing a security deed or deed  
to secure debt, the grantor conveys title to, as opposed to merely creating a   
lien upon, the subject property to the grantee until such time as the underlying
debt is repaid. The mortgagee's authority under a mortgage and the trustee's    
authority under a deed of trust, security deed or deed to secure debt are       
governed by the law of the state in which the real property is located, the     
express provisions of the mortgage, deed of trust, security deed or deed to     
secure debt and, in some cases, the directions of the beneficiary.              

LEASES AND RENTS                                                                

        Mortgages and deeds of trust which encumber multifamily property often
contain an assignment of rents and leases, pursuant to which the borrower       
assigns its right, title and interest as landlord under each lease and the      
income derived therefrom to the lender, while retaining a license to collect the
rents for so long as there is no default. If the borrower defaults, the license 
terminates and the lender is entitled to collect the rents. Local law may       
require that the lender take possession of the property and appoint a receiver  
before becoming entitled to collect the rents.                                  

       Even after a foreclosure or the enforcement of an assignment of rents
and leases, the potential rent payments from the property may not be sufficient 
to service the mortgage debt. For instance, the net income that would otherwise 
be generated from the property may be insufficient to service the mortgage debt 
if the leases on the property are at below-market rents, or as the result of    
excessive maintenance, repair or other obligations inherited by the lender as   
landlord. In the event of a borrower's default, the amount of rent the lender is
able to collect from the tenants can significantly affect the value of the      
lender's security interest.                                                     

COOPERATIVE LOANS                                                               

  The cooperative owns or has a leasehold interest in all the real
property and owns in fee or leases the building and all separate dwelling units 
therein. The cooperative is directly responsible for project management and, in 
most cases, payment of real estate taxes, other governmental impositions and    
hazard and liability insurance. If there is a blanket mortgage on the           
cooperative apartment building and underlying land, or one or the other, the    
cooperative, as project mortgagor, is also responsible for meeting these blanket
mortgage obligations. A blanket mortgage is ordinarily incurred by the          
cooperative in connection with either the construction or purchase of the       
cooperative's apartment building or the obtaining of capital by the cooperative.
There may be a lease on the underlying land and the cooperative, as lessee, is  
also responsible for meeting the rental obligation. The interests of the        
occupants under proprietary leases or occupancy agreements as to which the      
cooperative is the landlord are generally subordinate to the interests of the   
holder of the blanket mortgage and to the interest of the holder of a land      
lease. If the cooperative is unable to meet the payment obligations (a) arising 
under its blanket mortgage, the mortgagee holding the blanket mortgage could    
foreclose on that mortgage and terminate all subordinate proprietary leases and 
occupancy agreements or (b) arising under its land lease, the holder of the     
landlord's interest under the land lease could terminate it and all subordinate 
proprietary leases and occupancy agreements. Also, the blanket mortgage on a    
cooperative may provide financing in the form of a mortgage that does not fully 
amortize, with a significant portion of principal being due in one final payment
at final maturity. The inability of the cooperative to refinance this mortgage  
and its consequent inability to make the final payment could lead to foreclosure
by the mortgagee. Similarly, a land lease has an expiration date and the        
inability of the cooperative to extend its term or, in the alternative, to      
purchase the land could lead to termination of the cooperative's interest in the
property and termination of all proprietary leases and occupancy agreements. In 
either event, foreclosure by the holder of the blanket                          

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mortgage or the termination of the underlying lease could eliminate or          
significantly diminish the value of any collateral held by the lender that      
financed the purchase by an individual tenant-stockholder of cooperative shares 
or, in the case of the trust fund, the collateral securing the cooperative      
loans.                                                                          

        The cooperative is owned by tenant-stockholders who, through ownership
of stock, shares or membership certificates in the corporation, receive         
proprietary leases or occupancy agreements which confer exclusive rights to     
occupy specific units. Generally, a tenant-stockholder of a cooperative must    
make a monthly payment to the cooperative representing the tenant-stockholder's 
pro rata share of the cooperative's payments for its blanket mortgage, real     
property taxes, maintenance expenses and other capital or ordinary expenses. An 
ownership interest in a cooperative and accompanying occupancy rights is        
financed through a cooperative share loan evidenced by a promissory note and    
secured by an assignment of and a security interest in the occupancy agreement  
or proprietary lease and a security interest in the related cooperative shares. 
The lender generally takes possession of the share certificate and a counterpart
of the proprietary lease or occupancy agreement and a financing statement       
covering the proprietary lease or occupancy agreement and the cooperative shares
is filed in the appropriate state and local offices to perfect the lender's     
interest in its collateral. Upon default of the tenant-stockholder, the lender  
may sue for judgment on the promissory note, dispose of the collateral at a     
public or private sale or otherwise proceed against the collateral or           
tenant-stockholder as an individual as provided in the security agreement       
covering the assignment of the proprietary lease or occupancy agreement and the 
pledge of cooperative shares as described under "Foreclosure on Cooperative     
Shares" below.                                                                  

CONTRACTS                                                                       

 Under the laws of most states, manufactured housing constitutes
personal property and is subject to the motor vehicle registration laws of the  
state or other jurisdiction in which the unit is located. In a few states, where
certificates of title are not required for manufactured homes, security         
interests are perfected by the filing of a financing statement under Article 9  
of the UCC which has been adopted by all states. Financing statements are       
effective for five years and must be renewed at the end of each five years. The 
certificate of title laws adopted by the majority of states provide that        
ownership of motor vehicles and manufactured housing shall be evidenced by a    
certificate of title issued by the motor vehicles department, or a similar      
entity, of the state. In the states that have enacted certificate of title laws,
a security interest in a unit of manufactured housing, so long as it is not     
attached to land in so permanent a fashion as to become a fixture, is generally 
perfected by the recording of the interest on the certificate of title to the   
unit in the appropriate motor vehicle registration office or by delivery of the 
required documents and payment of a fee to such office, depending on state law. 

       The law governing perfection of a security interest in a manufactured
home varies from state to state. Security interests in manufactured homes may be
perfected either by notation of the secured party's lien on the certificate of  
title or by delivery of the required documents and payment of a fee to the state
motor vehicle authority, depending on state law. In some nontitle states,       
perfection pursuant to the provisions of the UCC is required. The lender or     
master servicer may effect the notation or delivery of the required documents   
and fees, and obtain possession of the certificate of title, as appropriate     
under the laws of the state in which any manufactured home securing a           
manufactured housing conditional sales contract is registered. In the event the 
master servicer or the lender fails, due to clerical errors, to effect the      
notation or delivery, or files the security interest under the wrong law, for   
example, under a motor vehicle title statute rather than under the UCC, in a few
states, the securityholders may not have a first priority security interest in  
the manufactured home securing a contract. As manufactured homes have become    
larger and often have been attached their sites without any apparent intention  
to move them, courts in many states have held that manufactured homes, under    
some circumstances, may become subject to real estate title and recording laws. 
As a result, a security interest in a manufactured home could                   

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be rendered subordinate to the interests of other parties claiming an interest  
in the home under applicable state real estate law. In order to perfect a       
security interest in a manufactured home under real estate laws, the holder of  
the security interest must file either a "fixture filing" under the provisions  
of the UCC or a real estate mortgage under the real estate laws of the state    
where the manufactured home is located. These filings must be made in the real  
estate records office of the county where the manufactured home is located.     
Generally, the contracts will contain provisions prohibiting the borrower from  
permanently attaching the manufactured home to its site. So long as the obligor 
does not violate this agreement, a security interest in the manufactured home   
will be governed by the certificate of title laws or the UCC, and the notation  
of the security interest on the certificate of title or the filing of a UCC     
financing statement will be effective to maintain the priority of the seller's  
security interest in the manufactured home. If, however, a manufactured home is 
permanently attached to its site, other parties could obtain an interest in the 
manufactured home which is prior to the security interest originally retained by
the mortgage loan seller and transferred to the depositor. With respect to a    
series of notes or certificates, as applicable, and as described in the related 
prospectus supplement, the master servicer may be required to perfect a security
interest in the manufactured home under applicable real estate laws. If the real
estate filings are not required and if any of the foregoing events were to      
occur, the only recourse of the securityholders would be against the mortgage   
loan seller pursuant to its repurchase obligation for breach of warranties.     

       The depositor will assign or cause to be assigned a security interest
in the manufactured homes to the trustee, on behalf of the securityholders.     
Neither the depositor, the master servicer nor the trustee will amend the       
certificates of title to identify the trustee, on behalf of the securityholders,
as the new secured party and, accordingly, the depositor or the mortgage loan   
seller will continue to be named as the secured party on the certificates of    
title relating to the manufactured homes. In most states, an assignment is an   
effective conveyance of a security interest in a manufactured home without      
amendment of any lien noted on the related certificate of title and the new     
secured party succeeds to the depositor's rights as the secured party. However, 
in several states there exists a risk that, in the absence of an amendment to   
the certificate of title, the assignment of the security interest might not be  
held effective against creditors of the depositor or mortgage loan seller.      

 In the absence of fraud, forgery or permanent affixation of the
manufactured home to its site by the manufactured home owner, or administrative 
error by state recording officials, the notation of the lien of the depositor on
the certificate of title or delivery of the required documents and fees will be 
sufficient to protect the trustee against the rights of subsequent purchasers of
a manufactured home or subsequent lenders who take a security interest in the   
manufactured home. If there are any manufactured homes as to which the depositor
has failed to perfect or cause to be perfected the security interest assigned to
the trust fund, the security interest would be subordinate to subsequent        
purchasers for value of manufactured homes and holders of perfected security    
interests. There also exists a risk in not identifying the trustee, on behalf of
the securityholders, as the new secured party on the certificate of title that, 
through fraud or negligence, the security interest of the trustee could be      
released.                                                                       

        If the owner of a manufactured home moves it to a state other than the
state in which the manufactured home initially is registered, under the laws of 
most states, the perfected security interest in the manufactured home would     
continue for four months after the relocation and thereafter until the owner    
re-registers the manufactured home in that state. If the owner were to relocate 
a manufactured home to another state and re-register the manufactured home in   
the new state, and if the depositor did not take steps to re-perfect its        
security interest in the new state, the security interest in the manufactured   
home would cease to be perfected. A majority of states generally require        
surrender of a certificate of title to re-register a manufactured home.         
Accordingly, the depositor must surrender possession if it holds the certificate
of title to the manufactured home or, in the case of manufactured homes         
registered in states that                                                       

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provide for notation of lien, the depositor would receive notice of surrender if
the security interest in the manufactured home is noted on the certificate of   
title. Accordingly, the depositor would have the opportunity to re-perfect its  
security interest in the manufactured home in the state of relocation. In states
that do not require a certificate of title for registration of a manufactured   
home, re-registration could defeat perfection. Similarly, when an obligor under 
a manufactured housing conditional sales contract sells a manufactured home, the
obligee must surrender possession of the certificate of title or it will receive
notice as a result of its lien noted thereon and accordingly will have an       
opportunity to require satisfaction of the related manufactured housing         
conditional sales contract before release of the lien. Under each related       
servicing agreement, the master servicer will be obligated to take those steps, 
at the master servicer's expense, as are necessary to maintain perfection of    
security interests in the manufactured homes.                                   

 Under the laws of most states, liens for repairs performed on a
manufactured home take priority even over a perfected security interest. The    
depositor will obtain the representation of the mortgage loan seller that it has
no knowledge of any liens of that type with respect to any manufactured home    
securing a manufactured home loan. However, liens could arise at any time during
the term of a manufactured home loan. No notice will be given to the trustee or 
securityholders in the event a lien for repairs arises.                         

FORECLOSURE ON MORTGAGES                                                        

Foreclosure of a deed of trust is generally accomplished by a 
non-judicial trustee's sale under a specific provision in the deed of trust,    
which authorizes the trustee to sell the property upon any default by the       
borrower under the terms of the note or deed of trust. In several states, the   
trustee must record a notice of default and send a copy to the borrower-trustor 
and to any person who has recorded a request for a copy of a notice of default  
and notice of sale. In addition, the trustee in several states must provide     
notice to any other individual having an interest in the real property,         
including any junior lienholder. The trustor, borrower, or any person having a  
junior encumbrance on the real estate, may, during a reinstatement period, cure 
the default by paying the entire amount in arrears plus the costs and expenses  
incurred in enforcing the obligation. Generally, state law controls the amount  
of foreclosure expenses and costs, including attorneys' fees, that may be       
recovered by a lender. If the deed of trust is not reinstated, a notice of sale 
must be posted in a public place and, in most states, published for a specific  
period of time in one or more newspapers. In addition, several state laws       
require that a copy of the notice of sale be posted on the property, recorded   
and sent to all parties having an interest in the real property.                

        An action to foreclose a mortgage is an action to recover the mortgage
debt by enforcing the mortgagee's rights under the mortgage and in the mortgaged
property. It is regulated by statutes and rules and subject throughout to the   
court's equitable powers. A mortgagor is usually bound by the terms of the      
mortgage note and the mortgage as made and cannot be relieved from its own      
default. However, since a foreclosure action is equitable in nature and is      
addressed to a court of equity, the court may relieve a mortgagor of a default  
and deny the mortgagee foreclosure on proof that the mortgagor's default was    
neither willful nor in bad faith and that the mortgagee's action established a  
waiver of fraud, bad faith, oppressive or unconscionable conduct warranted a    
court of equity to refuse affirmative relief to the mortgagee. A court of equity
may relieve the mortgagor from an entirely technical default where the default  
was not willful.                                                                

    A foreclosure action or sale in accordance with a power of sale is
subject to most of the delays and expenses of other lawsuits if defenses or     
counterclaims are interposed, sometimes requiring up to several years to        
complete. Moreover, recent judicial decisions suggest that a non-collusive,     
regularly conducted foreclosure sale or sale in accordance with a power of sale 
may be challenged as a fraudulent conveyance, regardless of the parties' intent,
if a court determines that the sale was for less than fair                      

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consideration and the sale occurred while the mortgagor was insolvent and within
one year, or within the state statute of limitations if the trustee in          
bankruptcy elects to proceed under state fraudulent conveyance law, of the      
filing of bankruptcy. Similarly, a suit against the debtor on the mortgage note 
may take several years.                                                         

        In case of foreclosure under either a mortgage or a deed of trust, the
sale by the referee or other designated officer or by the trustee is a public   
sale. However, because of the difficulty potential third party purchasers at the
sale have in determining the exact status of title and because the physical     
condition of the property may have deteriorated during the foreclosure          
proceedings, it is uncommon for a third party to purchase the property at the   
foreclosure sale. Rather, it is common for the lender to purchase the property  
from the trustee or referee for an amount equal to the principal amount of the  
mortgage or deed of trust plus accrued and unpaid interest and the expenses of  
foreclosure. Thereafter, the lender will assume the burdens of ownership,       
including obtaining casualty insurance, paying taxes and making repairs at its  
own expense as are necessary to render the property suitable for sale. Depending
upon market conditions, the ultimate proceeds of the sale of the property may   
not equal the lender's investment in the property. Any loss may be reduced by   
the receipt of any mortgage insurance proceeds.                                 

        A junior mortgagee may not foreclose on the property securing a junior
mortgage unless it forecloses subject to the senior mortgages, in which case it 
must either pay the entire amount due on the senior mortgages to the senior     
mortgagees prior to or at the time of the foreclosure sale or undertake the     
obligation to make payments on the senior mortgages if the mortgagor is in      
default thereunder. In either event the amounts expended will be added to the   
balance due on the junior loan, and may be subrogated to the rights of the      
senior mortgagees. In addition, if the foreclosure of a junior mortgage triggers
the enforcement of a due-on-sale clause in a senior mortgage, the junior        
mortgagee may be required to pay the full amount of the senior mortgages to the 
senior mortgagees. Accordingly, with respect to those mortgage loans which are  
junior mortgage loans, if the lender purchases the property, the lender's title 
will be subject to all senior liens and claims and some governmental liens. The 
proceeds received by the referee or trustee from the sale are applied first to  
the costs, fees and expenses of sale, real estate taxes and then in satisfaction
of the indebtedness secured by the mortgage or deed of trust under which the    
sale was conducted. Any remaining proceeds are generally payable to the holders 
of junior mortgages or deeds of trust and other liens and claims in order of    
their priority, whether or not the borrower is in default. Any additional       
proceeds are generally payable to the mortgagor or trustor. The payment of the  
proceeds to the holders of junior mortgages may occur in the foreclosure action 
of the senior mortgagee or may require the institution of separate legal        
proceedings.                                                                    

         If the master servicer were to foreclose on any junior lien it would do
so subject to any related senior lien. In order for the debt related to the     
junior mortgage loan to be paid in full at the sale, a bidder at the foreclosure
sale of the junior mortgage loan would have to bid an amount sufficient to pay  
off all sums due under the junior mortgage loan and the senior lien or purchase 
the mortgaged property subject to the senior lien. If proceeds from a           
foreclosure or similar sale of the mortgaged property are insufficient to       
satisfy all senior liens and the junior mortgage loan in the aggregate, the     
trust fund as the holder of the junior lien and, accordingly, holders of one or 
more classes of related securities bear (1) the risk of delay in distributions  
while a deficiency judgment against the borrower is obtained and (2) the risk of
loss if the deficiency judgment is not realized upon. Moreover, deficiency      
judgments may not be available in a jurisdiction. In addition, liquidation      
expenses with respect to defaulted junior mortgage loans do not vary directly   
with the outstanding principal balance of the loans at the time of default.     
Therefore, assuming that the master servicer took the same steps in realizing   
upon a defaulted junior mortgage loan having a small remaining principal balance
as it would in the case of a defaulted junior mortgage loan having a large      
remaining principal balance, the amount realized after expenses of liquidation  
would be smaller as a                                                           

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percentage of the outstanding principal balance of the small junior mortgage    
loan that would be the case with the defaulted junior mortgage loan having a    
large remaining principal balance.                                              

       In foreclosure, courts have imposed general equitable principles. The
equitable principles are generally designed to relieve the borrower from the    
legal effect of its defaults under the loan documents. Examples of judicial     
remedies that have been fashioned include judicial requirements that the lender 
undertake affirmative and expensive actions to determine the causes for the     
borrower's default and the likelihood that the borrower will be able to         
reinstate the loan. In a few cases, courts have substituted their judgment for  
the lender's judgment and have required that lenders reinstate loans or recast  
payment schedules in order to accommodate borrowers who are suffering from      
temporary financial disability. In other cases, courts have limited the right of
a lender to foreclose if the default under the mortgage instrument is not       
monetary, for example, the borrower's failure to adequately maintain the        
property or the borrower's execution of a second mortgage or deed of trust      
affecting the property. Finally, a few courts have been faced with the issue of 
whether or not federal or state constitutional provisions reflecting due process
concerns for adequate notice require that borrowers under deeds of trust or     
mortgages receive notices in addition to the statutorily-prescribed minimums.   
For the most part, these cases have upheld the notice provisions as being       
reasonable or have found that the sale by a trustee under a deed of trust, or   
under a mortgage having a power of sale, does not involve sufficient state      
action to afford constitutional protection to the borrower.                     

FORECLOSURE ON MORTGAGED PROPERTIES LOCATED IN THE COMMONWEALTH OF PUERTO RICO  

        Under the laws of the Commonwealth of Puerto Rico the foreclosure of a
real estate mortgage usually follows an ordinary civil action filed in the      
Superior Court for the district where the mortgaged property is located. If the 
defendant does not contest the action filed, a default judgment is rendered for 
the plaintiff and the mortgaged property is sold at public auction, after       
publication of the sale for two weeks, by posting written notice in three public
places in the municipality where the auction will be held, in the tax collection
office and in the public school of the municipality where the mortgagor resides,
if known. If the residence of the mortgagor is not known, publication in one of 
the newspapers of general circulation in the Commonwealth of Puerto Rico must be
made at least once a week for two weeks. There may be as many as three public   
sales of the mortgaged property. If the defendant contests the foreclosure, the 
case may be tried and judgment rendered based on the merits of the case.        

      There are no redemption rights after the public sale of a foreclosed
property under the laws of the Commonwealth of Puerto Rico. Commonwealth of     
Puerto Rico law provides for a summary proceeding for the foreclosure of a      
mortgage, but it is very seldom used because of concerns regarding the validity 
of these actions. The process may be expedited if the mortgagee can obtain the  
consent of the defendant to the execution of a deed in lieu of foreclosure.     

       Under Commonwealth of Puerto Rico law, in the case of the public sale
upon foreclosure of a mortgaged property that (a) is subject to a mortgage loan 
that was obtained for a purpose other than the financing or refinancing of the  
acquisition, construction or improvement of the property and (b) is occupied by 
the mortgagor as his principal residence, the mortgagor of the property has a   
right to be paid the first $1,500 from the proceeds obtained on the public sale 
of the property. The mortgagor can claim this sum of money from the mortgagee at
any time prior to the public sale or up to one year after the sale. This payment
would reduce the amount of sales proceeds available to satisfy the mortgage loan
and may increase the amount of the loss.                                        

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FORECLOSURE ON COOPERATIVE SHARES                                               

     The cooperative shares and proprietary lease or occupancy agreement
owned by the tenant-stockholder and pledged to the lender are, in almost all    
cases, subject to restrictions on transfer as set forth in the cooperative's    
certificate of incorporation and by-laws, as well as in the proprietary lease or
occupancy agreement, and may be canceled by the cooperative for failure by the  
tenant-stockholder to pay rent or other obligations or charges owed by the      
tenant-stockholder, including mechanics' liens against the cooperative apartment
building incurred by the tenant-stockholder. Typically, rent and other          
obligations and charges arising under a proprietary lease or occupancy agreement
that are owed to the cooperative are made liens upon the shares to which the    
proprietary lease or occupancy agreement relates. In addition, the proprietary  
lease or occupancy agreement generally permits the cooperative to terminate the 
lease or agreement in the event the tenant-stockholder fails to make payments or
defaults in the performance of covenants required thereunder. Typically, the    
lender and the cooperative enter into a recognition agreement that, together    
with any lender protection provisions contained in the proprietary lease,       
establishes the rights and obligations of both parties in the event of a default
by the tenant-stockholder on its obligations under the proprietary lease or     
occupancy agreement. A default by the tenant-stockholder under the proprietary  
lease or occupancy agreement will usually constitute a default under the        
security agreement between the lender and the tenant-stockholder.               

      The recognition agreement generally provides that, in the event that
the tenant-stockholder has defaulted under the proprietary lease or occupancy   
agreement, the cooperative will take no action to terminate the lease or        
agreement until the lender has been provided with notice of and an opportunity  
to cure the default. The recognition agreement typically provides that if the   
proprietary lease or occupancy agreement is terminated, the cooperative will    
recognize the lender's lien against proceeds from a sale of the cooperative     
apartment, subject, however, to the cooperative's right to sums due under the   
proprietary lease or occupancy agreement or that have become liens on the shares
relating to the proprietary lease or occupancy agreement. The total amount owed 
to the cooperative by the tenant-stockholder, which the lender generally cannot 
restrict and does not monitor, could reduce the value of the collateral below   
the outstanding principal balance of the cooperative loan and accrued and unpaid
interest thereon.                                                               

        Recognition agreements also provide that in the event of a foreclosure
on a cooperative loan, the lender must obtain the approval or consent of the    
cooperative as required by the proprietary lease before transferring the        
cooperative shares or assigning the proprietary lease. Generally, the lender is 
not limited in any rights it may have to dispossess the tenant-stockholders.    

Under the laws applicable in most states, foreclosure on the  
cooperative shares is accomplished by a sale in accordance with the provisions  
of Article 9 of the UCC and the security agreement relating to those shares.    
Article 9 of the UCC requires that a sale be conducted in a "commercially       
reasonable" manner. Whether a foreclosure sale has been conducted in a          
commercially reasonable manner will depend on the facts in each case. In        
determining commercial reasonableness, a court will look to the notice given the
debtor and the method, manner, time, place and terms of the foreclosure.        
Generally, a sale conducted according to the usual practice of banks selling    
similar collateral will be considered reasonably conducted.                     

     Article 9 of the UCC provides that the proceeds of the sale will be
applied first to pay the costs and expenses of the sale and then to satisfy the 
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the cooperative corporation to receive sums due under
the proprietary lease or occupancy agreement. If there are proceeds remaining,  
the lender must account to the tenant-stockholder for the surplus. Conversely,  
if a portion of the indebtedness remains unpaid, the tenant-stockholder is      
generally                                                                       

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responsible for the deficiency. See "--Anti-Deficiency Legislation and Other    
Limitations on Lenders" below.                                                  

REPOSSESSION WITH RESPECT TO CONTRACTS                                          

      Repossession of manufactured housing is governed by state law. A few
states have enacted legislation that requires that the debtor be given an       
opportunity to cure its default (typically 30 days to bring the account current)
before repossession can commence. So long as a manufactured home has not become 
so attached to real estate that it would be treated as a part of the real estate
under the law of the state where it is located, repossession of the manufactured
home in the event of a default by the obligor will generally be governed by the 
UCC. Article 9 of the UCC provides the statutory framework for the repossession 
of manufactured housing. While the UCC as adopted by the various states may vary
in minimal ways, the general repossession procedure established by the UCC is as
follows:                                                                        

    Except in those states where the debtor must receive notice of the
right to cure a default, repossession can commence immediately upon default     
without prior notice. Repossession may be effected either through self-help     
pursuant to a peaceable retaking without court order, voluntary repossession or 
through judicial process by means of repossession under a court-issued writ of  
replevin. The self-help or voluntary repossession methods are more commonly     
employed, and are accomplished simply by retaking possession of the manufactured
home. In cases in which the debtor objects or raises a defense to repossession, 
a court order must be obtained from the appropriate state court, and the        
manufactured home must then be repossessed in accordance with that order.       
Whether the method employed is self-help, voluntary repossession or judicial    
repossession, the repossession can be accomplished either by an actual physical 
removal of the manufactured home to a secure location for refurbishment and     
resale or by removing the occupants and their belongings from the manufactured  
home and maintaining possession of the manufactured home on the location where  
the occupants were residing. Various factors may affect whether the manufactured
home is physically removed or left on location, such as the nature and term of  
the lease of the site on which it is located and the condition of the unit. In  
many cases, leaving the manufactured home on location is preferable if the home 
is already set up because the expenses of retaking and redelivery will be saved.
However, in those cases where the home is left on location, expenses for site   
rentals will usually be incurred.                                               

     Once repossession has been achieved, preparation for the subsequent
disposition of the manufactured home can commence. The disposition may be by    
public or private sale provided the method, manner, time, place and terms of the
sale are commercially reasonable.                                               

     Sale proceeds are to be applied first to repossession expenses like
those expenses incurred in retaking, storage, preparing for sale including      
refurbishing costs and selling, and then to satisfaction of the indebtedness.   
While several states impose prohibitions or limitations on deficiency judgments 
if the net proceeds from resale do not cover the full amount of the             
indebtedness, the remainder may be sought from the debtor in the form of a      
deficiency judgment in those states that do not prohibit or limit deficiency    
judgments. The deficiency judgment is a personal judgment against the debtor for
the shortfall. Occasionally, after resale of a manufactured home and payment of 
all expenses and indebtedness, there is a surplus of funds. In that case, the   
UCC requires the party suing for the deficiency judgment to remit the surplus to
the debtor. Because the defaulting owner of a manufactured home generally has   
very little capital or income available following repossession, a deficiency    
judgment may not be sought in many cases or, if obtained, will be settled at a  
significant discount in light of the defaulting owner's strained financial      
condition.                                                                      

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NOTICE OF SALE; REDEMPTION RIGHTS WITH RESPECT TO MANUFACTURED HOMES            

       While state laws do not usually require notice to be given to debtors
prior to repossession, many states do require delivery of a notice of default   
and of the debtor's right to cure defaults before repossession. The law in most 
states also requires that the debtor be given notice of sale prior to the resale
of the home so that the owner may redeem at or before resale. In addition, the  
sale must comply with the requirements of the UCC.                              

RIGHTS OF REDEMPTION WITH RESPECT TO SINGLE-FAMILY PROPERTIES AND MULTIFAMILY   
PROPERTIES                                                                      

     In several states, after sale in accordance with a deed of trust or
foreclosure of a mortgage, the trustor or mortgagor and foreclosed junior       
lienors are given a statutory period in which to redeem the property from the   
foreclosure sale. The right of redemption should be distinguished from the      
equity of redemption, which is a nonstatutory right that must be exercised prior
to the foreclosure sale. In several states, redemption may occur only upon      
payment of the entire principal balance of the loan, accrued interest and       
expenses of foreclosure. In other states, redemption may be authorized if the   
former borrower pays only a portion of the sums due. The effect of a statutory  
right of redemption is to diminish the ability of the lender to sell the        
foreclosed property. The right of redemption would defeat the title of any      
purchaser acquired at a public sale. Consequently, the practical effect of a    
right of redemption is to force the lender to retain the property and pay the   
expenses of ownership and maintenance of the property until the redemption      
period has expired. In several states, there is no right to redeem property     
after a trustee's sale under a deed of trust.                                   

ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS                    

   Several states have imposed statutory prohibitions that limit the
remedies of a beneficiary under a deed of trust or a mortgagee under a mortgage.
In several states, statutes limit the right of the beneficiary or mortgagee to  
obtain a deficiency judgment against the borrower following foreclosure or sale 
under a deed of trust. A deficiency judgment is a personal judgment against the 
former borrower equal in most cases to the difference between the net amount    
realized upon the public sale of the real property and the amount due to the    
lender. Other statutes require the beneficiary or mortgagee to exhaust the      
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
Finally, other statutory provisions limit any deficiency judgment against the   
former borrower following a judicial sale to the excess of the outstanding debt 
over the fair market value of the property at the time of the public sale. The  
purpose of these statutes is generally to prevent a beneficiary or a mortgagee  
from obtaining a large deficiency judgment against the former borrower as a     
result of low or no bids at the judicial sale.                                  

   In addition to laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including the federal bankruptcy laws and  
state laws affording relief to debtors, may interfere with or affect the ability
of the secured mortgage lender to realize upon collateral or enforce a          
deficiency judgment. For example, with respect to federal bankruptcy law, the   
filing of a petition acts as a stay against the enforcement of remedies of      
collection of a debt. Moreover, a court with federal bankruptcy jurisdiction may
permit a debtor through his or her Chapter 13 rehabilitative plan to cure a     
monetary default with respect to a mortgage loan on a debtor's residence by     
paying arrearages within a reasonable time period and reinstating the original  
mortgage loan payment schedule even though the lender accelerated the mortgage  
loan and final judgment of foreclosure had been entered in state court, provided
no sale of the property had yet occurred, prior to the filing of the debtor's   
Chapter 13 petition. Several courts with federal bankruptcy jurisdiction have   
approved plans, based on the particular facts of the                            

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reorganization case, that effected the curing of a mortgage loan default by     
paying arrearages over a number of years.                                       

      Courts with federal bankruptcy jurisdiction have also indicated that
the terms of a mortgage loan secured by property of the debtor may be modified  
if the borrower has filed a petition under Chapter 13. These courts have        
suggested that the modifications may include reducing the amount of each monthly
payment, changing the rate of interest, altering the repayment schedule and     
reducing the lender's security interest to the value of the residence, thus     
leaving the lender a general unsecured creditor for the difference between the  
value of the residence and the outstanding balance of the loan. Federal         
bankruptcy law and limited case law indicate that the foregoing modifications   
could not be applied to the terms of a loan secured by property that is the     
principal residence of the debtor. In all cases, the secured creditor is        
entitled to the value of its security plus post-petition interest, attorneys'   
fees and costs to the extent the value of the security exceeds the debt.        

       The Bankruptcy Reform Act of 1994 established the National Bankruptcy
Review Commission for purposes of analyzing the nation's bankruptcy laws and    
making recommendations to Congress for legislative changes to the bankruptcy    
laws. A similar commission was involved in developing the Bankruptcy Code. The  
NBRC delivered its report to Congress, the President of the United States and   
the Chief Justice of the Supreme Court on October 20, 1997. Among other topics, 
high leverage loans were addressed in the NBRC's report. Despite several        
ambiguities, the NBRC's report appears to recommend that Congress amend         
Bankruptcy Code section 1322(b)(2) by treating a claim secured only by a junior 
security interest in a debtor's principal residence as protected only to the    
extent that the claim was secured when the security interest was made if the    
value of the property securing the junior security interest is less than that   
amount. However, the express language of the report implies that a claim secured
only by a junior security interest in a debtor's principal residence may not be 
modified to reduce the claim below the appraised value of the property at the   
time the security interest was made. A strong dissent by some members of the    
NBRC recommends that the protections of Bankruptcy Code section 1322(b)(2) be   
extended to creditors principally secured by the debtor's principal residence.  
Additionally, the NBRC's report recommends that a creditor's secured claim in   
real property should be determined by the property's fair market value, less    
hypothetical costs of sale. The standard advocated by this recommendation would 
not apply to mortgages on the primary residence of a Chapter 11 or 13 debtor who
retains the residence if the mortgages are protected from modification such as  
those senior mortgages not subject to modification under Bankruptcy Code        
Sections 1322(b)(2) and 1123(b)(5). The final NBRC report may ultimately lead to
substantive changes to the existing Bankruptcy Code, such as reducing           
outstanding loan balances to the appraised value of a debtor's principal        
residence at the time the security interest in the property was taken, which    
could affect the mortgage loans included in a trust fund and the enforcement of 
rights therein.                                                                 

         Several tax liens arising under the Code, may provide priority over the
lien of a mortgage or deed of trust. In addition, substantive requirements are  
imposed upon mortgage lenders in connection with the origination and the        
servicing of single family mortgage loans by numerous federal and state consumer
protection laws. These laws include the Federal Truth-in-Lending Act, Regulation
Z, Real Estate Settlement Procedures Act, Regulation X, Equal Credit Opportunity
Act, Regulation B, Fair Credit Billing Act, Fair Housing Act, Fair Credit       
Reporting Act and related statutes. These federal laws impose specific statutory
liabilities upon lenders who originate mortgage loans and who fail to comply    
with the provisions of the law. This liability may affect assignees of the      
mortgage loans. In particular, the originators' failure to comply with          
requirements of the Federal Truth-in-Lending Act, as implemented by Regulation  
Z, could subject both originators and assignees of the obligations to monetary  
penalties and could result in obligors' rescinding loans against either         
originators or assignees.                                                       

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   In addition, some of the mortgage loans may be subject to special
rules, disclosure requirements and other provisions that were added to the      
federal Truth-in-Lending Act by the Homeownership Act, if such mortgage loans   
were originated on or after October 1, 1995, are not loans made to finance the  
purchase of the mortgaged property and have mortgage rates or origination costs 
in excess of certain prescribed levels. Such mortgage loans, the "High Cost     
Loans". The Homeownership Act requires certain additional disclosures, specifies
the timing of those disclosures and limits or prohibits inclusion of certain    
provisions in mortgages subject to the Homeownership Act. Purchasers or         
assignees of any High Cost Loan, including the trust, could be liable under     
federal law for all claims and subject to all defenses that the borrower could  
assert against the originator of the High Cost Loan, under the federal          
Truth-in-Lending Act or any other law, unless the purchaser or assignee did not 
know and could not with reasonable diligence have determined that the loan was  
subject to the provisions of the Homeownership Act. Remedies available to the   
borrower include monetary penalties, as well as rescission rights if appropriate
disclosures were not given as required or if the particular mortgage includes   
provisions prohibited by the law. The maximum damages that may be recovered     
under these provisions from an assignee, including the trust, is the remaining  
amount of indebtedness plus the total amount paid by the borrower in connection 
with the mortgage loan.                                                         

COOPERATIVE LOANS                                                               

    Generally, Article 9 of the UCC governs foreclosure on cooperative
shares and the related proprietary lease or occupancy agreement. Several courts 
have interpreted Section 9-504 of the UCC to prohibit a deficiency award unless 
the creditor establishes that the sale of the collateral, which, in the case of 
a cooperative loan, would be the shares of the cooperative and the related      
proprietary lease or occupancy agreement, was conducted in a commercially       
reasonable manner.                                                              

JUNIOR MORTGAGES                                                                

   The mortgage loans may be secured by junior mortgages or deeds of
trust, which are junior to senior mortgages or deeds of trust which are not part
of the trust fund. The rights of the securityholders as the holders of a junior 
deed of trust or a junior mortgage are subordinate in lien priority and in      
payment priority to those of the holder of the senior mortgage or deed of trust,
including the prior rights of the senior mortgagee or beneficiary to receive and
apply hazard insurance and condemnation proceeds and, upon default of the       
mortgagor, to cause a foreclosure on the property. Upon completion of the       
foreclosure proceedings by the holder of the senior mortgage or the sale in     
accordance with the deed of trust, the junior mortgagee's or junior             
beneficiary's lien will be extinguished unless the junior lienholder satisfies  
the defaulted senior loan or asserts its subordinate interest in a property in  
foreclosure proceedings. See "--Foreclosure on Mortgages".                      

    Furthermore, the terms of the junior mortgage or deed of trust are
subordinate to the terms of the senior mortgage or deed of trust. If there is a 
conflict between the terms of the senior mortgage or deed of trust and the      
junior mortgage or deed of trust, the terms of the senior mortgage or deed of   
trust will govern generally. Upon a failure of the mortgagor or trustor to      
perform any of its obligations, the senior mortgagee or beneficiary, subject to 
the terms of the senior mortgage or deed of trust, may have the right to perform
the obligation itself. Generally, all sums so expended by the mortgagee or      
beneficiary become part of the indebtedness secured by the mortgage or deed of  
trust. To the extent a senior mortgagee expends sums, these sums will generally 
have priority over all sums due under the junior mortgage.                      

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CONSUMER PROTECTION LAWS WITH RESPECT TO CONTRACTS                              

        Numerous federal and state consumer protection laws impose substantial
requirements upon creditors involved in consumer finance. These laws include the
Federal Truth-in-Lending Act, Regulation Z, the Equal Credit Opportunity Act,   
Regulation B, the Fair Credit Reporting Act, the Real Estate Settlement         
Procedures Act, Regulation X, the Fair Housing Act and related statutes. These  
laws can impose specific statutory liabilities upon creditors who fail to comply
with their provisions. This liability may affect an assignee's ability to       
enforce a contract. In particular, the originators' failure to comply with      
requirements of the Federal Truth-in-Lending Act, as implemented by Regulation  
Z, could subject both originators and assignees of the obligations to monetary  
penalties and could result in obligors' rescinding the contracts against either 
the originators or assignees. Further, if the manufactured housing contracts are
deemed High Cost Loans within the meaning of the Homeownership Act, they would  
be subject to the same provisions of the Homeownership Act as mortgage loans as 
described in "--Anti-Deficiency Legislation and Other Limitations on Lenders"   
above.                                                                          

        Manufactured housing contracts often contain provisions obligating the
obligor to pay late charges if payments are not timely made. Federal and state  
law may specifically limit the amount of late charges that may be collected.    
Unless the prospectus supplement indicates otherwise, under the related         
servicing agreement, late charges will be retained by the master servicer as    
additional servicing compensation, and any inability to collect these amounts   
will not affect payments to securityholders.                                    

        Courts have imposed general equitable principles upon repossession and
litigation involving deficiency balances. These equitable principles are        
generally designed to relieve a consumer from the legal consequences of a       
default.                                                                        

         In several cases, consumers have asserted that the remedies provided to
secured parties under the UCC and related laws violate the due process          
protections provided under the 14th Amendment to the Constitution of the United 
States. For the most part, courts have upheld the notice provisions of the UCC  
and related laws as reasonable or have found that the repossession and resale by
the creditor does not involve sufficient state action to afford constitutional  
protection to consumers.                                                        

         The so-called Holder-in-Due-Course Rule of the Federal Trade Commission
has the effect of subjecting a seller, and related creditors and their          
assignees, in a consumer credit transaction and any assignee of the creditor to 
all claims and defenses which the debtor in the transaction could assert against
the seller of the goods. Liability under the FTC Rule is limited to the amounts 
paid by a debtor on the contract, and the holder of the contract may also be    
unable to collect amounts still due thereunder.                                 

    Most of the manufactured housing contracts in a trust fund will be
subject to the requirements of the FTC Rule. Accordingly, the trustee, as holder
of the manufactured housing contracts, will be subject to any claims or defenses
that the purchaser of the related manufactured home may assert against the      
seller of the manufactured home, subject to a maximum liability equal to the    
amounts paid by the obligor on the manufactured housing contract. If an obligor 
is successful in asserting this type of claim or defense, and if the mortgage   
loan seller had or should have had knowledge of that claim or defense, the      
master servicer will have the right to require the mortgage loan seller to      
repurchase the manufactured housing contract because of a breach of its mortgage
loan seller's representation and warranty that no claims or defenses exist that 
would affect the obligor's obligation to make the required payments under the   
manufactured housing contract. The mortgage loan seller would then have the     
right to require the originating dealer to repurchase the manufactured housing  
contract from it and might also have the right to recover from the dealer for   
any losses suffered by the mortgage loan seller with respect to which the dealer
would have been primarily liable to the obligor.                                

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OTHER LIMITATIONS                                                               

       In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions including federal bankruptcy laws and       
related state laws may interfere with or affect the ability of a lender to      
realize upon collateral or enforce a deficiency judgment. For example, in a     
Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a   
lender from repossessing a home, and as part of the rehabilitation plan reduce  
the amount of the secured indebtedness to the market value of the home at the   
time of bankruptcy, as determined by the court, leaving the party providing     
financing as a general unsecured creditor for the remainder of the indebtedness.
A bankruptcy court may also reduce the monthly payments due under a contract or 
change the rate of interest and time of repayment of the indebtedness.          

ENFORCEABILITY OF PROVISIONS                                                    

The mortgage loans in a trust fund will in most cases contain 
due-on-sale clauses. These clauses permit the lender to accelerate the maturity 
of the loan if the borrower sells, transfers, or conveys the property without   
the prior consent of the lender. The enforceability of these clauses has been   
impaired in various ways in several states by statute or decisional law. The    
ability of lenders and their assignees and transferees to enforce due-on-sale   
clauses was addressed by the Garn-St Germain Depository Institutions Act of     
1982. This legislation, subject to exceptions, preempts state constitutional,   
statutory and case law that prohibits the enforcement of due-on-sale clauses.   
The Garn-St Germain Act does encourage lenders to permit assumptions of loans at
the original rate of interest or at another rate less than the average of the   
original rate and the market rate.                                              

    The Garn-St Germain Act also sets forth nine specific instances in
which a mortgage lender covered by the Garn-St Germain Act, including federal   
savings and loan associations and federal savings banks, may not exercise a     
due-on-sale clause, even though a transfer of the property may have occurred.   
These include intra-family transfers, some transfers by operation of law, leases
of fewer than three years and the creation of a junior encumbrance. Regulations 
promulgated under the Garn-St Germain Act also prohibit the imposition of a     
prepayment penalty upon the acceleration of a loan in accordance with a         
due-on-sale clause.                                                             

        The inability to enforce a due-on-sale clause may result in a mortgage
loan bearing an interest rate below the current market rate being assumed by a  
new home buyer rather than being paid off, which may have an impact upon the    
average life of the mortgage loans related to a series and the number of        
mortgage loans that may be outstanding until maturity.                          

SINGLE-FAMILY LOANS AND MULTIFAMILY LOANS                                       

       Exempted from this preemption pursuant to the Garn-St Germain Act are
mortgage loans originated other than by federal savings and loan associations   
and federal savings banks that were made or assumed during the period beginning 
on the date a state, by statute or final appellate court decision having        
statewide effect, prohibited the exercise of due-on-sale clauses and ending on  
October 15, 1982. However, this exception applies only to transfers of property 
underlying these window period loans occurring between October 15, 1982 and     
October 15, 1985 and does not restrict enforcement of a due-on-sale clause in   
connection with current transfers of property underlying window period loans    
unless the property underlying such window period loan is located in one of the 
five "window period states" identified below. Due-on-sale clauses contained in  
mortgage loans originated by federal savings and loan associations or federal   
savings banks are fully enforceable pursuant to regulations of the Federal Home 
Loan Bank Board, predecessor to the Office of Thrift Supervision, which preempt 
state law restrictions on                                                       

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the enforcement of due-on-sale clauses. Mortgage loans originated by such       
institutions are therefore not deemed to be window period loans.                

         With the expiration of the exemption for window period loans on October
15, 1985, due-on-sale clauses have become generally enforceable except in those 
states whose legislatures exercised their authority to regulate the             
enforceability of such clauses with respect to mortgage loans that were (i)     
originated or assumed during the window period, which ended in all cases not    
later than October 15, 1982, and (ii) originated by lenders other than national 
banks, federal savings institutions and federal credit unions. Freddie Mac has  
taken the position in its published mortgage servicing standards that, out of a 
total of eleven window period states, five states, Arizona, Michigan, Minnesota,
New Mexico and Utah, have enacted statutes extending, on various terms and for  
varying periods, the prohibition on enforcement of due-on-sale clauses with     
respect to certain categories of window period loans. The Garn-St Germain Act   
also sets forth nine specific instances in which a mortgage lender covered by   
the Garn-St Germain Act (including federal savings and loan associations and    
federal savings banks) may not exercise a due-on-sale clause, notwithstanding   
the fact that a transfer of the property may have occurred. These include       
intra-family transfers, certain transfers by operation of law, leases of fewer  
than three years and the creation of a junior encumbrance. Regulations          
promulgated under the Garn-St Germain Act also prohibit the imposition of a     
prepayment penalty upon the acceleration of a loan pursuant to a due-on-sale    
clause.                                                                         

        The inability to enforce a due-on-sale clause may result in a mortgage
loan bearing an interest rate below the current market rate being assumed by a  
new home buyer rather than being paid off, which may have an impact upon the    
average life of the mortgage loans related to a series and the number of such   
mortgage loans which may be outstanding until maturity.                         

TRANSFER OF MANUFACTURED HOMES                                                  

Generally, manufactured housing contracts contain provisions  
prohibiting the sale or transfer of the related manufactured homes without the  
consent of the obligee on the contract and permitting the acceleration of the   
maturity of the contracts by the obligee on the contract upon any sale or       
transfer that is not consented to. The master servicer will, to the extent it   
has knowledge of the conveyance or proposed conveyance, exercise or cause to be 
exercised its rights to accelerate the maturity of the related manufactured     
housing contract through enforcement of due-on-sale clauses, subject to         
applicable state law. The transfer may be made by a delinquent obligor in order 
to avoid a repossession proceeding with respect to a manufactured home.         

         In the case of a transfer of a manufactured home as to which the master
servicer desires to accelerate the maturity of the related manufactured housing 
contract, the master servicer's ability to do so will depend on the             
enforceability under state law of the due-on-sale clause. The Garn-St Germain   
Act preempts, subject to exceptions and conditions, state laws prohibiting      
enforcement of due-on-sale clauses applicable to the manufactured homes.        
Consequently, the master servicer may be prohibited from enforcing a due-on-sale
clause in respect of those manufactured homes.                                  

PREPAYMENT CHARGES AND PREPAYMENTS                                              

     Generally, mortgage loans may be prepaid in full or in part without
penalty. Generally, multifamily loans may contain provisions limiting           
prepayments on such loans, including prohibiting prepayment for a specified     
period after origination, prohibiting partial prepayments entirely or requiring 
the payment of a prepayment penalty upon prepayment in full or in part. The     
regulations of the Federal Home Loan Bank Board, predecessor to the Office of   
Thrift Supervision, prohibit the imposition of a                                

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prepayment penalty or equivalent fee for or in connection with the acceleration 
of a loan by exercise of a due-on-sale clause. A mortgagee to whom a prepayment 
in full has been tendered may be compelled to give either a release of the      
mortgage or an instrument assigning the existing mortgage to a refinancing      
lender.                                                                         

        Some state laws restrict the imposition of prepayment charges and late
fees even when the loans expressly provide for the collection of those charges. 
Although the Alternative Mortgage Transaction Parity Act 1982, or the Parity    
Act, permits the collection of prepayment charges and late fees in connection   
with some types of eligible loans preempting any contrary state law             
prohibitions, some states may not recognize the preemptive authority of the     
Parity Act or have formally opted of the Parity Act. As a result, it is possible
that prepayment charges and late fees may not be collected even on loans that   
provide for the payment of those charges unless otherwise specified in the      
accompanying prospectus supplement. The master servicer or another entity       
identified in the accompanying prospectus supplement will be entitled to all    
prepayment charges and late payment charges received on the loans and these     
amounts will not be available for payment on the offered certificates. The      
Office of Thrift Supervision, or OTS, the agency that administers the Parity Act
for unregulated housing creditors, has withdrawn its favorable Parity Act       
regulations and chief counsel opinions that have authorized lenders to charge   
prepayment charges and late fees in certain circumstances notwithstanding       
contrary state law, effective July 1, 2003. However, the OTS's ruling does not  
have retroactive effect on loans originated before July 1, 2003.                

SUBORDINATE FINANCING                                                           

         When the mortgagor encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the mortgagor  
may have difficulty servicing and repaying multiple loans. In addition, if the  
junior loan permits recourse to the mortgagor, as junior loans often do, and the
senior loan does not, a mortgagor may be more likely to repay sums due on the   
junior loan than those on the senior loan. Second, acts of the senior lender    
that prejudice the junior lender or impair the junior lender's security may     
create a superior equity in favor of the junior lender. For example, if the     
mortgagor and the senior lender agree to an increase in the principal amount of 
or the interest rate payable on the senior loan, the senior lender may lose its 
priority to the extent an existing junior lender is harmed or the mortgagor is  
additionally burdened. Third, if the mortgagor defaults on the senior loan or   
any junior loan, or both, the existence of junior loans and actions taken by    
junior lenders can impair the security available to the senior lender and can   
interfere with or delay the taking of action by the senior lender. Moreover, the
bankruptcy of a junior lender may operate to stay foreclosure or similar        
proceeds by the senior lender.                                                  

APPLICABILITY OF USURY LAWS                                                     

  Title V of the Depository Institutions Deregulation and Monetary
Control Act of 1980 provides that state usury limitations shall not apply to    
certain types of residential first mortgage loans originated by certain lenders 
after March 31, 1980. A similar federal statute was in effect with respect to   
mortgage loans made during the first three months of 1980. The statute          
authorized any state to reimpose interest rate limits by adopting before April  
1, 1983 a law or constitutional provision that expressly rejects application of 
the federal law. In addition, even where Title V is not so rejected, any state  
is authorized by the law to adopt a provision limiting discount points or other 
charges on mortgage loans covered by Title V. Several states have taken action  
to reimpose interest rate limits or to limit discount points or other charges.  

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     The depositor has been advised by counsel that a court interpreting
Title V would hold that mortgage loans originated on or after January 1, 1980   
are subject to federal preemption. Therefore, in a state that has not taken the 
requisite action to reject application of Title V or to adopt a provision       
limiting discount points or other charges prior to origination of the mortgage  
loans, any such limitation under the state's usury law would not apply to the   
mortgage loans.                                                                 

 In any state in which application of Title V has been expressly
rejected or a provision limiting discount points or other charges is adopted, no
mortgage loans originated after the date of that state action will be eligible  
for inclusion in a trust fund if the mortgage loans bear interest or provide for
discount points or charges in excess of permitted levels. No mortgage loan      
originated prior to January 1, 1980 will bear interest or provide for discount  
points or charges in excess of permitted levels.                                

        Title V also provides that, subject to the following conditions, state
usury limitations do not apply to any loan that is secured by a first lien on   
specific kinds of manufactured housing. The manufactured housing contract would 
be covered if they satisfy conditions, among other things, governing the terms  
of any prepayments, late charges and deferral fees and requiring a 30-day notice
period prior to instituting any action leading to repossession of or foreclosure
with respect to the related unit. Title V authorized any state to reimpose      
limitations on interest rates and finance charges by adopting before April 1,   
1983 a law or constitutional provision which expressly rejects application of   
the federal law. Fifteen states adopted such a law prior to the April 1, 1983   
deadline. In addition, even where Title V was not so rejected, any state is     
authorized by the law to adopt a provision limiting discount points or other    
charges on loans covered by Title V. In any state in which application of Title 
V was expressly rejected or a provision limiting discount points or other       
charges has been adopted, no manufactured housing contract which imposes finance
charges or provides for discount points or charges in excess of permitted levels
has been included in the trust fund.                                            

ALTERNATIVE MORTGAGE INSTRUMENTS                                                

  ARM loans and revolving credit loans originated by non-federally
chartered lenders have historically been subject to a variety of restrictions.  
Such restrictions differed from state to state, resulting in difficulties in    
determining whether a particular alternative mortgage instrument originated by a
state-chartered lender complied with applicable law. These difficulties were    
simplified substantially as a result of the enactment of Title VIII of the      
Garn-St Germain Act. Title VIII provides that, notwithstanding any state law to 
the contrary:                                                                   

o        state-chartered banks may originate "alternative mortgage instruments" 
(including ARM Loans and revolving credit loans) in accordance with regulations 
promulgated by the Comptroller of the Currency with respect to origination of   
alternative mortgage instruments by national banks,                             

o        state-chartered credit unions may originate alternative mortgage       
instruments in accordance with regulations promulgated by the National Credit   
Union Administration with respect to origination of alternative mortgage        
instruments by federal credit unions and                                        

o        all other non-federally chartered housing creditors, including, without
limitation, state-chartered savings and loan associations, savings banks and    
mutual savings banks and mortgage banking companies may originate alternative   
mortgage instruments in accordance with the regulations promulgated by the      
Federal Home Loan Bank Board, predecessor to the Office of Thrift Supervision   
with respect to origination of alternative mortgage instruments by federal      
savings and loan associations.                                                  

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        Title VIII further provides that any state may reject applicability of
the provisions of Title VIII by adopting, prior to October 15, 1985, a law or   
constitutional provision expressly rejecting the applicability of such          
provisions. Certain states have taken such action.                              

        The depositor has been advised by its counsel that it is their opinion
that a court interpreting Title VIII would hold that ARM loans and revolving    
credit loans that were originated by state-chartered lenders before the date of 
enactment of any state law or constitutional provision rejecting applicability  
of Title VIII would not be subject to state laws imposing restrictions or       
prohibitions on the ability of state-chartered lenders to originate alternative 
mortgage instruments.                                                           

         All of the ARM loans and revolving credit loans that were originated by
a state-chartered lender after the enactment of a state law or constitutional   
provision rejecting the applicability of Title VIII complied with applicable    
state law. All of the ARM loans and revolving credit loans that were originated 
by federally chartered lenders or that were originated by state-chartered       
lenders prior to enactment of a state law or constitutional provision rejecting 
the applicability of Title VIII were originated in compliance with all          
applicable federal regulations.                                                 

FORMALDEHYDE LITIGATION WITH RESPECT TO CONTRACTS                               

         A number of lawsuits are pending in the United States alleging personal
injury from exposure to the chemical formaldehyde, which is present in many     
building materials including components of manufactured housing such as plywood 
flooring and wall paneling. Some of these lawsuits are pending against          
manufacturers of manufactured housing, suppliers of component parts, and related
persons in the distribution process. The depositor is aware of a limited number 
of cases in which plaintiffs have won judgments in these lawsuits.              

         Under the FTC Rule, which is described above under "Consumer Protection
Laws", the holder of any manufactured housing contract secured by a manufactured
home with respect to which a formaldehyde claim has been successfully asserted  
may be liable to the obligor for the amount paid by the obligor on the related  
manufactured housing contract and may be unable to collect amounts still due    
under the manufactured housing contract. The successful assertion of this type  
of claim will constitute a breach of a representation or warranty of the        
mortgage loan seller, and the securityholders would suffer a loss only to the   
extent that:                                                                    

o        the mortgage loan seller breached its obligation to repurchase the     
manufactured housing contract in the event an obligor is successful in asserting
the claim, and                                                                  

o        the mortgage loan seller, the depositor or the trustee were            

         Typical products liability insurance policies held by manufacturers and
component suppliers of manufactured homes may not cover liabilities arising from
formaldehyde in manufactured housing, with the result that recoveries from the  
manufacturers, suppliers or other persons may be limited to their corporate     
assets without the benefit of insurance.                                        

SERVICEMEMBERS' CIVIL RELIEF ACT                                                

        Under the terms of the Servicemembers' Civil Relief Act a borrower who
enters military service after the origination of that borrower's mortgage loan, 
including a borrower who was in reserve status and is called to active duty     
after origination of the mortgage loan, may not be charged interest, including  
fees and charges, above an annual rate of 6% during the period of that          
borrower's active duty status unless a                                          

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court orders otherwise upon application of the lender. The Relief Act applies to
borrowers who are members of the Army, Navy, Air Force, Marines, National Guard,
Reserves, Coast Guard, and officers of the U.S. Public Health Service assigned  
to duty with the military. Because the Relief Act applies to borrowers who enter
military service, including reservists who are called to active duty, after     
origination of the related mortgage loan no information can be provided as to   
the number of loans that may be affected by the Relief Act. Application of the  
Relief Act would adversely affect, for an indeterminate period of time, the     
ability of the master servicer to collect full amounts of interest on the       
applicable mortgage loans. Any shortfalls in interest collections resulting from
the application of the Relief Act would result in a reduction of the amounts    
distributable to the holders of the related series of securities, and would not 
be covered by advances or, unless specified in the related prospectus           
supplement, any form of credit support provided in connection with the          
securities. In addition, the Relief Act imposes limitations that would impair   
the ability of the master servicer to foreclose on an affected single-family    
loan, cooperation loan or enforce rights under a manufactured housing contract  
during the borrower's period of active duty status, and, sometimes, during an   
additional three month period thereafter. Thus, if the Relief Act applies to any
mortgage loan that goes into default, there may be delays in payment and losses 
incurred by the related securityholders.                                        

ENVIRONMENTAL LEGISLATION                                                       

      Under the federal Comprehensive Environmental Response, Compensation
and Liability Act, as amended, and under several state laws, a secured party    
which takes a deed-in-lieu of foreclosure, purchases a mortgaged property at a  
foreclosure sale, or operates a mortgaged property may become liable for the    
costs of cleaning up hazardous substances regardless of whether they have       
contaminated the property. CERCLA imposes strict, as well as joint and several, 
liability on several classes of potentially responsible parties, including      
current owners and operators of the property who did not cause or contribute to 
the contamination. Furthermore, liability under CERCLA is not limited to the    
original or unamortized principal balance of a loan or to the value of the      
property securing a loan. Lenders may be held liable under CERCLA as owners or  
operators unless they qualify for the secured creditor exemption to CERCLA. This
exemption exempts from the definition of owners and operators those who, without
participating in the management of a facility, hold indicia of ownership        
primarily to protect a security interest in the facility. What constitutes      
sufficient participation in the management of a property securing a loan or the 
business of a borrower to render the exemption unavailable to a lender has been 
a matter of interpretation by the courts. CERCLA has been interpreted to impose 
liability on a secured party, even absent foreclosure, where the party          
participated in the financial management of the borrower's business to a degree 
indicating a capacity to influence waste disposal decisions. However, court     
interpretations of the secured creditor exemption have been inconsistent. In    
addition, when lenders foreclose and become owners of collateral property,      
courts are inconsistent as to whether that ownership renders the secured        
creditor exemption unavailable. Other federal and state laws may impose         
liability on a secured party which takes a deed-in-lieu of foreclosure,         
purchases a mortgaged property at a foreclosure sale, or operates a mortgaged   
property on which contaminants other than CERCLA hazardous substances are       
present, including petroleum, agricultural chemicals, hazardous wastes,         
asbestos, radon, and lead-based paint. Environmental cleanup costs may be       
substantial. It is possible that the cleanup costs could become a liability of a
trust fund and reduce the amounts otherwise distributable to the holders of the 
related series of securities. Moreover, there are federal statutes and state    
statutes that impose an environmental lien for any cleanup costs incurred by the
state on the property that is the subject of the cleanup costs. All subsequent  
liens on a property generally are subordinated to an environmental lien and in  
some states even prior recorded liens are subordinated to environmental liens.  
In the latter states, the security interest of the trust fund in a related      
parcel of real property that is subject to an environmental lien could be       
adversely affected.                                                             

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       Traditionally, many residential mortgage lenders have not taken steps
to evaluate whether contaminants are present with respect to any mortgaged      
property prior to the origination of the mortgage loan or prior to foreclosure  
or accepting a deed-in-lieu of foreclosure. Accordingly, the master servicer has
not made and will not make these kinds of evaluations prior to the origination  
of the mortgage loans. Neither the master servicer nor any replacement servicer 
will be required by any servicing agreement to undertake any environmental      
evaluations prior to foreclosure or accepting a deed-in-lieu of foreclosure. The
master servicer will not make any representations or warranties or assume any   
liability with respect to the absence or effect of contaminants on any related  
real property or any casualty resulting from the presence or effect of          
contaminants. The master servicer will not be obligated to foreclose on related 
real property or accept a deed-in-lieu of foreclosure if it knows or reasonably 
believes that there are material contaminated conditions on a property. A       
failure so to foreclose may reduce the amounts otherwise available to           
securityholders of the related series.                                          

FORFEITURES IN DRUG AND RICO PROCEEDINGS                                        

  Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and   
Corrupt Organizations statute can be seized by the government if the property   
was used in or purchased with the proceeds of these crimes. Under procedures    
contained in the Comprehensive Crime Control Act of 1984 the government may     
seize the property even before conviction. The government must publish notice of
the forfeiture proceeding and may give notice to all parties "known to have an  
alleged interest in the property", including the holders of mortgage loans.     

     A lender may avoid forfeiture of its interest in the property if it
establishes that: (1) its mortgage was executed and recorded before commission  
of the crime upon which the forfeiture is based, or (2) the lender was, at the  
time of execution of the mortgage, "reasonably without cause to believe" that   
the property was used in or purchased with the proceeds of illegal drug or RICO 
activities.                                                                     

NEGATIVE AMORTIZATION LOANS                                                     

    A recent case decided by the United States Court of Appeals, First
Circuit, held that state restrictions on the compounding of interest are not    
preempted by the provisions of the Depository Institutions Deregulation and     
Monetary Control Act of 1980 and as a result, a mortgage loan that provided for 
negative amortization violated New Hampshire's requirement that first mortgage  
loans provide for computation of interest on a simple interest basis. The       
holding was limited to the effect of DIDMC on state laws regarding the          
compounding of interest and the court did not address the applicability of the  
Alternative Mortgage Transaction Parity Act of 1982, which authorizes lender to 
make residential mortgage loans that provide for negative amortization. The     
First Circuit's decision is binding authority only on Federal District Courts in
Maine, New Hampshire, Massachusetts, Rhode Island and Puerto Rico.              

 FEDERAL INCOME TAX CONSEQUENCES

GENERAL                                                                         

         The following discussion is the opinion of Thacher Proffitt & Wood LLP,
counsel to the depositor, with respect to the material federal income tax       
consequences of the purchase, ownership and disposition of the securities       
offered under this prospectus and the prospectus supplement. This discussion is 
for securityholders that hold the securities as capital assets within the       
meaning of Section 1221 of the Code and does not purport to discuss all federal 
income tax consequences that may be applicable to the individual circumstances  
of banks, insurance companies, foreign investors, tax-exempt organizations,     

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dealers in securities or currencies, mutual funds, real estate investment       
trusts, S corporations, estates and trusts, securityholders that hold the       
securities as part of a hedge, straddle or, an integrated or conversion         
transaction, or securityholders whose functional currency is not the United     
States dollar.                                                                  

       The authorities on which this discussion, and the opinion referred to
below, are based are subject to change or differing interpretations, which could
apply retroactively. Prospective investors should note that no rulings have been
or will be sought from the IRS with respect to any of the federal income tax    
consequences discussed below, and no assurance can be given that the IRS will   
not take contrary positions. Taxpayers and preparers of tax returns should be   
aware that under applicable Treasury regulations a provider of advice on        
specific issues of law is not considered an income tax return preparer unless   
the advice (1) is given with respect to events that have occurred at the time   
the advice is rendered and is not given with respect to the consequences of     
contemplated actions, and (2) is directly relevant to the determination of an   
entry on a tax return. Accordingly, it is suggested that taxpayers consult their
own tax advisors and tax return preparers regarding the preparation of any item 
on a tax return, even where the anticipated tax treatment has been discussed in 
this prospectus. In addition to the federal income tax consequences described in
this prospectus, potential investors should consider the state and local tax    
consequences, if any, of the purchase, ownership and disposition of the         
securities. See "State and Other Tax Consequences."                             

      The following discussion addresses securities of four general types:

o        REMIC certificates representing interests in a trust fund, or a portion
thereof, that the trustee will elect to have treated as a REMIC under the REMIC 
Provisions of the Code,                                                         

o        Notes representing indebtedness of an owner trust for federal income   
tax purposes,                                                                   

o        Grantor Trust Certificates representing interests in a Grantor Trust   
Fund to which no REMIC election will be made,                                   

o        Partnership Certificates representing interests in a Partnership Trust 
Fund which is treated as a partnership for federal income tax purposes, and     

o        Debt Certificates representing indebtedness of a Partnership Trust Fund
for federal income tax purposes.                                                

         The prospectus supplement for each series of certificates will indicate
whether one or more REMIC elections will be made for the related trust fund and 
will identify all regular interests and residual interests in the REMIC or      
REMICs. For purposes of this tax discussion, references to a securityholder or a
holder are to the beneficial owner of a security.                               

        The following discussion is based in part upon the OID Regulations and
in part upon REMIC Regulations. The OID Regulations do not adequately address   
issues relevant to the offered securities. As described at "Taxation of Owners  
of REMIC Regular Certificates--Original Issue Discount," in some instances the  
OID Regulations provide that they are not applicable to securities like the     
offered securities.                                                             

REMICS                                                                          

  Classification of REMICS. On or prior to the date of the related
prospectus supplement with respect to the issuance of each series of REMIC      
Certificates, counsel to the depositor will provide its opinion that, assuming  
compliance with all provisions of the related pooling and servicing agreement,  
for                                                                             

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federal income tax purposes, the related trust fund or each applicable portion  
of the related trust fund will qualify as a REMIC and the offered REMIC         
Certificates will be considered to evidence ownership of REMIC Regular          
Certificates or REMIC Residual Certificates in that REMIC within the meaning of 
the REMIC Provisions.                                                           

         If an entity electing to be treated as a REMIC fails to comply with one
or more of the ongoing requirements of the Code for status as a REMIC during any
taxable year, the Code provides that the entity will not be treated as a REMIC  
for that year and for later years. In that event, the entity may be taxable as a
corporation under Treasury regulations, and the related REMIC Certificates may  
not be accorded the status or given the tax treatment described under "Taxation 
of Owners of REMIC Regular Certificates" and "Taxation of Owners of REMIC       
Residual Certificates". Although the Code authorizes the Treasury Department to 
issue regulations providing relief in the event of an inadvertent termination of
REMIC status, these regulations have not been issued. If these regulations are  
issued, relief in the event of an inadvertent termination may be accompanied by 
sanctions, which may include the imposition of a corporate tax on all or a      
portion of the REMIC's income for the period in which the requirements for      
status as a REMIC are not satisfied. The pooling and servicing agreement with   
respect to each REMIC will include provisions designed to maintain the trust    
fund's status as a REMIC under the REMIC Provisions. It is not anticipated that 
the status of any trust fund as a REMIC will be inadvertently terminated.       

  Characterization of Investments in REMIC Certificates. Except as
provided in the following sentence, the REMIC Certificates will be real estate  
assets within the meaning of Section 856(c)(4)(A) of the Code and assets        
described in Section 7701(a)(19)(C) of the Code in the same proportion as the   
assets of the REMIC underlying the certificates. If 95% or more of the assets of
the REMIC qualify for either of the treatments described in the previous        
sentence at all times during a calendar year, the REMIC Certificates will       
qualify for the corresponding status in their entirety for that calendar year.  
Interest, including original issue discount, on the REMIC Regular Certificates  
and income allocated to the class of REMIC Residual Certificates will be        
interest described in Section 856(c)(3)(B) of the Code to the extent that the   
certificates are treated as real estate assets within the meaning of Section    
856(c)(4)(A) of the Code. In addition, the REMIC Regular Certificates will be   
qualified mortgages within the meaning of Section 860G(a)(3) of the Code if     
transferred to another REMIC on its startup day in exchange for regular or      
residual interests of that REMIC. The determination as to the percentage of the 
REMIC's assets that constitute assets described in these sections of the Code   
will be made for each calendar quarter based on the average adjusted basis of   
each category of the assets held by the REMIC during the calendar quarter. The  
trustee will report those determinations to certificateholders in the manner and
at the times required by Treasury regulations.                                  

  The assets of the REMIC will include mortgage loans, payments on
mortgage loans held prior to the distribution of these payments to the REMIC    
Certificates and any property acquired by foreclosure held prior to the sale of 
this property, and may include amounts in reserve accounts. It is unclear       
whether property acquired by foreclosure held prior to the sale of this property
and amounts in reserve accounts would be considered to be part of the mortgage  
loans, or whether these assets otherwise would receive the same treatment as the
mortgage loans for purposes of all of the Code sections discussed in the        
immediately preceding paragraph. The related prospectus supplement will describe
the mortgage loans that may not be treated entirely as assets described in the  
sections of the Code discussed in the immediately preceding paragraph. The REMIC
Regulations do provide, however, that cash received from payments on mortgage   
loans held pending distribution is considered part of the mortgage loans for    
purposes of Section 856(c)(4)(A) of the Code. Furthermore, foreclosure property 
will qualify as real estate assets under Section 856(c)(4)(A) of the Code.      

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     Tiered REMIC Structures. For a series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related 
trust fund as REMICs for federal income tax purposes, creating a tiered REMIC   
structure. As to each series of REMIC Certificates that is a tiered REMIC       
structure, in the opinion of counsel to the depositor, assuming compliance with 
all provisions of the related pooling and servicing agreement, each of the      
REMICs in that series will qualify as a REMIC and the REMIC Certificates issued 
by these REMICs will be considered to evidence ownership of REMIC Regular       
Certificates or REMIC Residual Certificates in the related REMIC within the     
meaning of the REMIC Provisions.                                                

        Solely for purposes of determining whether the REMIC Certificates will
be real estate assets within the meaning of Section 856(c)(4)(A) of the Code,   
and loans secured by an interest in real property under Section 7701(a)(19)(C)  
of the Code, and whether the income on the certificates is interest described in
Section 856(c)(3)(B) of the Code, all of the REMICs in that series will be      
treated as one REMIC.                                                           

TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES                                

       General. Except as described in "Taxation of Owners of REMIC Residual
Certificates--Possible Pass-Through of Miscellaneous Itemized Deductions," REMIC
Regular Certificates will be treated for federal income tax purposes as debt    
instruments issued by the REMIC and not as ownership interests in the REMIC or  
its assets. Moreover, holders of REMIC Regular Certificates that ordinarily     
report income under a cash method of accounting will be required to report      
income for REMIC Regular Certificates under an accrual method.                  

         Original Issue Discount. A REMIC Regular Certificate may be issued with
original issue discount within the meaning of Section 1273(a) of the Code. Any  
holder of a REMIC Regular Certificate issued with original issue discount will  
be required to include original issue discount in income as it accrues, in      
accordance with the constant yield method, in advance of the receipt of the cash
attributable to that income if the original issue discount exceeds a de minimis 
amount. In addition, Section 1272(a)(6) of the Code provides special rules      
applicable to REMIC Regular Certificates and other debt instruments issued with 
original issue discount. Regulations have not been issued under that section.   

       The Code requires that a reasonable Prepayment Assumption be used for
mortgage loans held by a REMIC in computing the accrual of original issue       
discount on REMIC Regular Certificates issued by that REMIC, and that           
adjustments be made in the amount and rate of accrual of that discount to       
reflect differences between the actual prepayment rate and the Prepayment       
Assumption. The Prepayment Assumption is to be determined in a manner prescribed
in Treasury regulations; as noted in the preceding paragraph, those regulations 
have not been issued. The conference committee report accompanying the Tax      
Reform Act of 1986 indicates that the regulations will provide that the         
Prepayment Assumption used for a REMIC Regular Certificate must be the same as  
that used in pricing the initial offering of the REMIC Regular Certificate. The 
Prepayment Assumption used in reporting original issue discount for each series 
of REMIC Regular Certificates will be consistent with this standard and will be 
disclosed in the related prospectus supplement. However, none of the depositor, 
the master servicer or the trustee will make any representation that the        
mortgage loans will in fact prepay at a rate conforming to the Prepayment       
Assumption or at any other rate.                                                

     The original issue discount, if any, on a REMIC Regular Certificate
will be the excess of its stated redemption price at maturity over its issue    
price. The issue price of a particular class of REMIC Regular Certificates will 
be the first cash price at which a substantial amount of REMIC Regular          
Certificates of that class is sold, excluding sales to bond houses, brokers and 
underwriters. If less than a substantial amount of a class of REMIC Regular     
Certificates is sold for cash on or prior to the closing                        

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date, the issue price for that class will be the fair market value of that class
on the closing date. Under the OID Regulations, the stated redemption price of a
REMIC Regular Certificate is equal to the total of all payments to be made on   
the certificate other than qualified stated interest. Qualified stated interest 
is interest that is unconditionally payable at least annually during the entire 
term of the instrument at a single fixed rate, a qualified floating rate, an    
objective rate, a combination of a single fixed rate and one or more qualified  
floating rates or one qualified inverse floating rate, or a combination of      
qualified floating rates that does not operate in a manner that accelerates or  
defers interest payments on the REMIC Regular Certificate.                      

       In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the 
timing of the inclusion thereof will vary according to the characteristics of   
the REMIC Regular Certificates. If the original issue discount rules apply to   
the certificates in a particular series, the related prospectus supplement will 
describe the manner in which these rules will be applied with respect to the    
certificates in that series that bear an adjustable interest rate in preparing  
information returns to the certificateholders and the IRS.                      

       The first interest payment on a REMIC Regular Certificate may be made
more than one month after the date of issuance, which is a period longer than   
the subsequent monthly intervals between interest payments. Assuming the accrual
period for original issue discount is each monthly period that ends on the day  
prior to each distribution date, as a consequence of this long first accrual    
period some or all interest payments may be required to be included in the      
stated redemption price of the REMIC Regular Certificate and accounted for as   
original issue discount. Because interest on REMIC Regular Certificates must in 
any event be accounted for under an accrual method, applying this analysis would
result in only a slight difference in the timing of the inclusion in income of  
the yield on the REMIC Regular Certificates.                                    

      If the accrued interest to be paid on the first distribution date is
computed for a period that begins prior to the closing date, a portion of the   
purchase price paid for a REMIC Regular Certificate will reflect the accrued    
interest. In these cases, information returns to the certificateholders and the 
IRS will take the position that the portion of the purchase price paid for the  
interest accrued for periods prior to the closing date is part of the overall   
cost of the REMIC Regular Certificate, and not a separate asset the cost of     
which is recovered entirely out of interest received on the next distribution   
date, and that portion of the interest paid on the first distribution date in   
excess of interest accrued for a number of days corresponding to the number of  
days from the closing date to the first distribution date should be included in 
the stated redemption price of the REMIC Regular Certificate. However, the OID  
Regulations state that all or a portion of the accrued interest may be treated  
as a separate asset the cost of which is recovered entirely out of interest paid
on the first distribution date. It is unclear how an election to do so would be 
made under the OID Regulations and whether this election could be made          
unilaterally by a certificateholder.                                            

    Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC Regular Certificate will be considered to be 
de minimis if it is less than 0.25% of the stated redemption price of the REMIC 
Regular Certificate multiplied by its weighted average life. For this purpose,  
the weighted average life of a REMIC Regular Certificate is computed as the sum 
of the amounts determined, as to each payment included in the stated redemption 
price of the REMIC Regular Certificate, by multiplying (1) the number of        
complete years from the issue date until that payment is expected to be made,   
presumably taking into account the Prepayment Assumption, by (2) a fraction, the
numerator of which is the amount of the payment, and the denominator of which is
the stated redemption price at maturity of the REMIC Regular Certificate. Under 
the OID Regulations, original issue discount of only a de minimis amount, other 
than de minimis original issue discount attributable to a teaser interest rate  
or an initial interest holiday, will be included in income as each payment of   
stated principal is made, based on the product of the total amount of the de    
minimis original issue discount attributable to that                            

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certificate and a fraction, the numerator of which is the amount of the         
principal payment and the denominator of which is the outstanding stated        
principal amount of the REMIC Regular Certificate. The OID Regulations also     
would permit a certificateholder to elect to accrue de minimis original issue   
discount into income currently based on a constant yield method. See "Taxation  
of Owners of REMIC Regular Certificates--Market Discount" for a description of  
this election under the OID Regulations.                                        

        If original issue discount on a REMIC Regular Certificate is in excess
of a de minimis amount, the holder of the certificate must include in ordinary  
gross income the sum of the daily portions of original issue discount for each  
day during its taxable year on which it held the REMIC Regular Certificate,     
including the purchase date but excluding the disposition date. In the case of  
an original holder of a REMIC Regular Certificate, the daily portions of        
original issue discount will be determined as described in the following        
paragraph.                                                                      

An accrual period is a period that ends on the day prior to a 
distribution date and begins on the first day following the immediately         
preceding accrual period, except that the first accrual period begins on the    
closing date. As to each accrual period, a calculation will be made of the      
portion of the original issue discount that accrued during the accrual period.  
The portion of original issue discount that accrues in any accrual period will  
equal the excess of (1) the sum of (a) the present value, as of the end of the  
accrual period, of all of the distributions remaining to be made on the REMIC   
Regular Certificate in future periods and (b) the distributions made on the     
REMIC Regular Certificate during the accrual period of amounts included in the  
stated redemption price, over (2) the adjusted issue price of the REMIC Regular 
Certificate at the beginning of the accrual period. The present value of the    
remaining distributions referred to in the preceding sentence will be calculated
assuming that distributions on the REMIC Regular Certificate will be received in
future periods based on the mortgage loans being prepaid at a rate equal to the 
Prepayment Assumption, using a discount rate equal to the original yield to     
maturity of the certificate and taking into account events, including actual    
prepayments, that have occurred before the close of the accrual period. For     
these purposes, the original yield to maturity of the certificate will be       
calculated based on its issue price and assuming that distributions on the      
certificate will be made in all accrual periods based on the mortgage loans     
being prepaid at a rate equal to the Prepayment Assumption. The adjusted issue  
price of a REMIC Regular Certificate at the beginning of any accrual period will
equal the issue price of the certificate, increased by the aggregate amount of  
original issue discount that accrued with respect to the certificate in prior   
accrual periods, and reduced by the amount of any distributions made on the     
certificate in prior accrual periods of amounts included in the stated          
redemption price. The original issue discount accruing during any accrual period
will be allocated ratably to each day during the accrual period to determine the
daily portion of original issue discount for that day.                          

       If a REMIC Regular Certificate issued with original issue discount is
purchased at a cost, excluding any portion of the cost attributable to accrued  
qualified stated interest, less than its remaining stated redemption price, the 
purchaser will also be required to include in gross income the daily portions of
any original issue discount for the certificate. However, if the cost of the    
certificate is in excess of its adjusted issue price, each daily portion will be
reduced in proportion to the ratio the excess bears to the aggregate original   
issue discount remaining to be accrued on the REMIC Regular Certificate. The    
adjusted issue price of a REMIC Regular Certificate on any given day equals the 
sum of (1) the adjusted issue price or, in the case of the first accrual period,
the issue price, of the certificate at the beginning of the accrual period which
includes that day and (2) the daily portions of original issue discount for all 
days during the accrual period prior to that day.                               

     Market Discount. A certificateholder that purchases a REMIC Regular
Certificate at a market discount will recognize gain upon receipt of each       
distribution representing stated redemption price. A REMIC Regular Certificate  
issued without original issue discount will have market discount if purchased   

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for less than its remaining stated principal amount and a REMIC Regular         
Certificate issued with original issue discount will have market discount if    
purchased for less than its adjusted issue price. Under Section 1276 of the     
Code, a certificateholder that purchases a REMIC Regular Certificate at a market
discount in excess of a de minimis amount will be required to allocate the      
portion of each distribution representing stated redemption price first to      
accrued market discount not previously included in income, and to recognize     
ordinary income to that extent. A certificateholder may elect to include market 
discount in income currently as it accrues rather than including it on a        
deferred basis. If made, the election will apply to all market discount bonds   
acquired by the certificateholder on or after the first day of the first taxable
year to which the election applies. In addition, the OID Regulations permit a   
certificateholder to elect to accrue all interest and discount in income as     
interest, and to amortize premium, based on a constant yield method. If such an 
election were made with respect to a REMIC Regular Certificate with market      
discount, the certificateholder would be deemed to have made an election to     
include currently market discount in income with respect to all other debt      
instruments having market discount that the certificateholder acquires during   
the taxable year of the election or later taxable years, and possibly previously
acquired instruments. Similarly, a certificateholder that made this election for
a certificate that is acquired at a premium would be deemed to have made an     
election to amortize bond premium with respect to all debt instruments having   
amortizable bond premium that the certificateholder owns or acquires. See       
"Taxation of Owners of REMIC Regular Certificates--Premium" below. Each of these
elections to accrue interest, discount and premium with respect to a certificate
on a constant yield method or as interest would be irrevocable, except with the 
approval of the IRS.                                                            

      However, market discount with respect to a REMIC Regular Certificate
will be considered to be de minimis for purposes of Section 1276 of the Code if 
the market discount is less than 0.25% of the remaining stated redemption price 
of the REMIC Regular Certificate multiplied by the number of complete years to  
maturity remaining after the date of its purchase. In interpreting a similar    
rule with respect to original issue discount on obligations payable in          
installments, the OID Regulations refer to the weighted average maturity of     
obligations, and it is likely that the same rule will be applied with respect to
market discount, presumably taking into account the Prepayment Assumption. If   
market discount is treated as de minimis under this rule, it appears that the   
actual discount would be treated in a manner similar to original issue discount 
of a de minimis amount. See "Taxation of Owners of REMIC Regular                
Certificates--Original Issue Discount" above. This treatment would result in    
discount being included in income at a slower rate than discount would be       
required to be included in income using the method described above.             

     Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market    
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, the rules 
described in the committee report apply. The committee report indicates that in 
each accrual period market discount on REMIC Regular Certificates should accrue,
at the certificateholder's option:                                              

(1) on the basis of a constant yield method,                  

        (2) in the case of a REMIC Regular Certificate issued without original
issue discount, in an amount that bears the same ratio to the total remaining   
market discount as the stated interest paid in the accrual period bears to the  
total amount of stated interest remaining to be paid on the REMIC Regular       
Certificate as of the beginning of the accrual period, or                       

     (3) in the case of a REMIC Regular Certificate issued with original
issue discount, in an amount that bears the same ratio to the total remaining   
market discount as the original issue discount                                  

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accrued in the accrual period bears to the total original issue discount        
remaining on the REMIC Regular Certificate at the beginning of the accrual      
period.                                                                         

        Moreover, the Prepayment Assumption used in calculating the accrual of
original issue discount is also used in calculating the accrual of market       
discount. Because the regulations referred to in this paragraph have not been   
issued, it is not possible to predict what effect these regulations might have  
on the tax treatment of a REMIC Regular Certificate purchased at a discount in  
the secondary market.                                                           

      To the extent that REMIC Regular Certificates provide for monthly or
other periodic distributions throughout their term, the effect of these rules   
may be to require market discount to be includible in income at a rate that is  
not significantly slower than the rate at which the discount would accrue if it 
were original issue discount. Moreover, in any event a holder of a REMIC Regular
Certificate generally will be required to treat a portion of any gain on the    
sale or exchange of the certificate as ordinary income to the extent of the     
market discount accrued to the date of disposition under one of these methods,  
less any accrued market discount previously reported as ordinary income.        

     Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for   
the taxable year attributable to any indebtedness incurred or continued to      
purchase or carry a REMIC Regular Certificate purchased with market discount.   
For these purposes, the de minimis rule applies. Any such deferred interest     
expense would not exceed the market discount that accrues during the taxable    
year and is, in general, allowed as a deduction not later than the year in which
the market discount is includible in income. If a holder elects to include      
market discount in income currently as it accrues on all market discount        
instruments acquired by the holder in that taxable year or later taxable years, 
the interest deferral rule will not apply.                                      

         Premium. A REMIC Regular Certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, greater  
than its remaining stated redemption price will be considered to be purchased at
a premium. The holder of a REMIC Regular Certificate may elect under Section 171
of the Code to amortize the premium under the constant yield method over the    
life of the certificate. If made, the election will apply to all debt           
instruments having amortizable bond premium that the holder owns or subsequently
acquires. Amortizable premium will be treated as an offset to interest income on
the related debt instrument, rather than as a separate interest deduction. The  
OID Regulations also permit certificateholders to elect to include all interest,
discount and premium in income based on a constant yield method, further        
treating the certificateholder as having made the election to amortize premium  
generally. See "Taxation of Owners of REMIC Regular Certificates--Market        
Discount" above. The committee report states that the same rules that apply to  
accrual of market discount, which rules will require use of a Prepayment        
Assumption in accruing market discount with respect to REMIC Regular            
Certificates without regard to whether the certificates have original issue     
discount, will also apply in amortizing bond premium under Section 171 of the   
Code. However, it is possible that the use of an assumption that there will be  
no prepayments may be required in calculating the amortization of premium.      
Whether any holder of the REMIC Regular Certificates will be treated as holding 
a certificate with amortizable bond premium will depend on such                 
Certificateholder's purchase price and the distributions remaining to be made on
such Certificate at the time of its acquisition by such Certificateholder.      
Holders of such classes of Certificates should consult their tax advisors       
regarding the possibility of making an election to amortize such premium.       

        Realized Losses. Under Section 166 of the Code, both corporate holders
of the REMIC Regular Certificates and noncorporate holders of the REMIC Regular 
Certificates that acquire the certificates in connection with a trade or        
business should be allowed to deduct, as ordinary losses, any losses sustained  
during a taxable year in which their certificates become wholly or partially    
worthless as the result of one                                                  

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or more realized losses on the mortgage loans. However, it appears that a       
noncorporate holder that does not acquire a REMIC Regular Certificate in        
connection with a trade or business will not be entitled to deduct a loss under 
Section 166 of the Code until the holder's certificate becomes wholly worthless,
i.e., until its outstanding principal balance has been reduced to zero, and that
the loss will be characterized as a short-term capital loss.                    

       Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to the certificate, without   
giving effect to any reduction in distributions attributable to defaults or     
delinquencies on the mortgage loans or the certificate underlying the REMIC     
Certificates, as the case may be, until it can be established the reduction     
ultimately will not be recoverable. As a result, the amount of taxable income   
reported in any period by the holder of a REMIC Regular Certificate could exceed
the amount of economic income actually realized by that holder in the period.   
Although the holder of a REMIC Regular Certificate eventually will recognize a  
loss or reduction in income attributable to previously accrued and included     
income that as the result of a realized loss ultimately will not be realized,   
the law is unclear with respect to the timing and character of this loss or     
reduction in income.                                                            

TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES                               

       General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC is not subject to entity-level taxation, except with regard to
prohibited transactions and some other transactions. See "--Prohibited          
Transactions Tax and Other Taxes" below. Rather, the taxable income or net loss 
of a REMIC is generally taken into account by the holder of the REMIC Residual  
Certificates. Accordingly, the REMIC Residual Certificates will be subject to   
tax rules that differ significantly from those that would apply if the REMIC    
Residual Certificates were treated for federal income tax purposes as direct    
ownership interests in the mortgage loans or as debt instruments issued by the  
REMIC.                                                                          

        A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations   
noted in this discussion, the net loss of the REMIC for each day during a       
calendar quarter that the holder owned the REMIC Residual Certificate. For this 
purpose, the taxable income or net loss of the REMIC will be allocated to each  
day in the calendar quarter ratably using a 30 days per month/90 days per       
quarter/360 days per year convention unless otherwise disclosed in the related  
prospectus supplement. The daily amounts so allocated will then be allocated    
among the REMIC Residual Certificateholders in proportion to their respective   
ownership interests on that day. Any amount included in the gross income or     
allowed as a loss of any REMIC Residual Certificateholder by virtue of this     
paragraph will be treated as ordinary income or loss. The taxable income of the 
REMIC will be determined under the rules described below in "Taxable Income of  
the REMIC" and will be taxable to the REMIC Residual Certificateholders without 
regard to the timing or amount of cash distributions by the REMIC. Ordinary     
income derived from REMIC Residual Certificates will be portfolio income for    
purposes of the taxation of taxpayers subject to limitations under Section 469  
of the Code on the deductibility of passive losses.                             

         A holder of a REMIC Residual Certificate that purchased the certificate
from a prior holder of that certificate also will be required to report on its  
federal income tax return amounts representing its daily share of the taxable   
income, or net loss, of the REMIC for each day that it holds the REMIC Residual 
Certificate. Those daily amounts generally will equal the amounts of taxable    
income or net loss. The committee report indicates that some modifications of   
the general rules may be made, by regulations, legislation or otherwise to      
reduce, or increase, the income of a REMIC Residual Certificateholder that      
purchased the REMIC Residual Certificate from a prior holder of the certificate 
at a price greater than, or                                                     

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less than, the adjusted basis, the REMIC Residual Certificate would have had in 
the hands of an original holder of the certificate. The REMIC Regulations,      
however, do not provide for any such modifications.                             

      Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of the REMIC Residual Certificate will be taken 
into account in determining the income of the holder for federal income tax     
purposes. Although it appears likely that any of these payments would be        
includible in income immediately upon its receipt, the IRS might assert that    
these payments should be included in income over time according to an           
amortization schedule or according to another method. Because of the uncertainty
concerning the treatment of these payments, holders of REMIC Residual           
Certificates should consult their tax advisors concerning the treatment of these
payments for income tax purposes.                                               

         The amount of income REMIC Residual Certificateholders will be required
to report, or the tax liability associated with the income, may exceed the      
amount of cash distributions received from the REMIC for the corresponding      
period. Consequently, REMIC Residual Certificateholders should have other       
sources of funds sufficient to pay any federal income taxes due as a result of  
their ownership of REMIC Residual Certificates or unrelated deductions against  
which income may be offset, subject to the rules relating to excess inclusions, 
and noneconomic residual interests discussed at "--Noneconomic REMIC Residual   
Certificates". The fact that the tax liability associated with the income       
allocated to REMIC Residual Certificateholders may exceed the cash distributions
received by the REMIC Residual Certificateholders for the corresponding period  
may significantly adversely affect the REMIC Residual Certificateholders'       
after-tax rate of return. This disparity between income and distributions may   
not be offset by corresponding losses or reductions of income attributable to   
the REMIC Residual Certificateholder until subsequent tax years and, then, may  
not be completely offset due to changes in the Code, tax rates or character of  
the income or loss.                                                             

         Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the mortgage loans and other assets of the REMIC plus any       
cancellation of indebtedness income due to the allocation of realized losses to 
REMIC Regular Certificates, less the deductions allowed to the REMIC for        
interest, including original issue discount and reduced by any premium on       
issuance, on the REMIC Regular Certificates, whether or not offered by the      
prospectus, amortization of any premium on the mortgage loans, bad debt losses  
with respect to the mortgage loans and, except as described below, for          
servicing, administrative and other expenses.                                   

        For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of   
all REMIC Certificates, or if a class of REMIC Certificates is not sold         
initially, their fair market values. The aggregate basis will be allocated among
the mortgage loans and the other assets of the REMIC in proportion to their     
respective fair market values. The issue price of any offered REMIC Certificates
will be determined in the manner described above under "--Taxation of Owners of 
REMIC Regular Certificates--Original Issue Discount." The issue price of a REMIC
Certificate received in exchange for an interest in the mortgage loans or other 
property will equal the fair market value of the interests in the mortgage loans
or other property. Accordingly, if one or more classes of REMIC Certificates are
retained initially rather than sold, the trustee may be required to estimate the
fair market value of the interests in order to determine the basis of the REMIC 
in the mortgage loans and other property held by the REMIC.                     

        Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount      
income with respect to mortgage loans that it holds will be equivalent to the   
method for accruing original issue discount income for holders of REMIC Regular 
Certificates. However, a REMIC that acquires loans at a market discount must    
include the                                                                     

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market discount in income currently, as it accrues, on a constant yield basis.  
See "--Taxation of Owners of REMIC Regular Certificates" above, which describes 
a method for accruing discount income that is analogous to that required to be  
used by a REMIC as to mortgage loans with market discount that it holds.        

  A mortgage loan will be deemed to have been acquired with either
discount or premium to the extent that the REMIC's basis in the mortgage loan is
either less than or greater than its stated redemption price. Any discount will 
be includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to the income, under a method similar to the method       
described above for accruing original issue discount on the REMIC Regular       
Certificates. It is anticipated that each REMIC will elect under Section 171 of 
the Code to amortize any premium on the mortgage loans. Premium on any mortgage 
loan to which the election applies may be amortized under a constant yield      
method, presumably taking into account a Prepayment Assumption. This election   
would not apply to any mortgage loan originated on or before September 27, 1985,
premium on which should be allocated among the principal payments on that       
mortgage loan and be deductible by the REMIC as those payments become due or    
upon the prepayment of the mortgage loan.                                       

     A REMIC will be allowed deductions for interest, including original
issue discount, on the REMIC Regular Certificates, whether or not offered by    
this prospectus, equal to the deductions that would be allowed if these REMIC   
Regular Certificates were indebtedness of the REMIC. Original issue discount    
will be considered to accrue for this purpose as described above under          
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount,"  
except that the de minimis rule and the adjustments for subsequent holders of   
these REMIC Regular Certificates will not apply.                                

   Issue premium is the excess of the issue price of a REMIC Regular
Certificate over its stated redemption price. If a class of REMIC Regular       
Certificates is issued with issue premium, the net amount of interest deductions
that are allowed the REMIC in each taxable year for the REMIC Regular           
Certificates of that class will be reduced by an amount equal to the portion of 
the issue premium that is considered to be amortized or repaid in that year.    
Although the matter is not entirely clear, it is likely that issue premium would
be amortized under a constant yield method in a manner analogous to the method  
of accruing original issue discount described above under "--Taxation of Owners 
of REMIC Regular Certificates--Original Issue Discount."                        

     Subject to the exceptions described in the following sentences, the
taxable income of a REMIC will be determined in the same manner as if the REMIC 
were an individual having the calendar year as its taxable year and using the   
accrual method of accounting. However, no item of income, gain, loss or         
deduction allocable to a prohibited transaction will be taken into account. See 
"--Prohibited Transactions Tax and Other Taxes" below. Further, the limitation  
on miscellaneous itemized deductions imposed on individuals by Section 67 of the
Code, allowing these deductions only to the extent they exceed in the aggregate 
two percent of the taxpayer's adjusted gross income, will not be applied at the 
REMIC level and the REMIC will be allowed deductions for servicing,             
administrative and other non-interest expenses in determining its taxable       
income. These expenses will be allocated as a separate item to the holders of   
REMIC Certificates, subject to the limitation of Section 67 of the Code. See    
"--Possible Pass-Through of Miscellaneous Itemized Deductions" below. If the    
deductions allowed to the REMIC exceed its gross income for a calendar quarter, 
the excess will be the net loss for the REMIC for that calendar quarter.        

    Basis Rules, Net Losses and Distributions. The adjusted basis of a
REMIC Residual Certificate will be equal to the amount paid for the REMIC       
Residual Certificate, increased by amounts included in the income of the REMIC  
Residual Certificateholder and decreased, but not below zero, by distributions  
made, and by net losses allocated, to the REMIC Residual Certificateholder.     

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        A REMIC Residual Certificateholder is not allowed to take into account
any net loss for any calendar quarter to the extent the net loss exceeds the    
REMIC Residual Certificateholder's adjusted basis in its REMIC Residual         
Certificate as of the close of the calendar quarter, determined without regard  
to the net loss. Any loss that is not currently deductible by reason of this    
limitation may be carried forward indefinitely to future calendar quarters and, 
subject to the same limitation, may be used only to offset income from the REMIC
Residual Certificate. The ability of REMIC Residual Certificateholders to deduct
net losses may be subject to additional limitations under the Code, as to which 
REMIC Residual Certificateholders should consult their tax advisors.            

       Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's     
adjusted basis in the REMIC Residual Certificate. To the extent a distribution  
on a REMIC Residual Certificate exceeds this adjusted basis, it will be treated 
as gain from the sale of the REMIC Residual Certificate. Holders of REMIC       
Residual Certificates may be entitled to distributions early in the term of the 
related REMIC under circumstances in which their bases in the REMIC Residual    
Certificates will not be sufficiently large that the distributions will be      
treated as nontaxable returns of capital. Their bases in the REMIC Residual     
Certificates will initially equal the amount paid for the REMIC Residual        
Certificates and will be increased by the REMIC Residual Certificateholders'    
allocable shares of taxable income of the REMIC. However, these bases increases 
may not occur until the end of the calendar quarter, or perhaps the end of the  
calendar year, with respect to which the REMIC taxable income is allocated to   
the REMIC Residual Certificateholders. To the extent the REMIC Residual         
Certificateholders' initial bases are less than the distributions to the REMIC  
Residual Certificateholders, and increases in initial bases either occur after  
the distributions or, together with their initial bases, are less than the      
amount of the distributions, gain will be recognized by the REMIC Residual      
Certificateholders on these distributions and will be treated as gain from the  
sale of their REMIC Residual Certificates.                                      

      The effect of these rules is that a REMIC Residual Certificateholder
may not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of the 
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC 
Certificates" below. For a discussion of possible modifications of these rules  
that may require adjustments to income of a holder of a REMIC Residual          
Certificate other than an original holder in order to reflect any difference    
between the cost of the REMIC Residual Certificate to the REMIC Residual        
Certificateholder and the adjusted basis the REMIC Residual Certificate would   
have in the hands of an original holder, see "--Taxation of Owners of REMIC     
Residual Certificates--General" above.                                          

  Excess Inclusions. Any excess inclusions with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events.       

    In general, the excess inclusions with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of             

       (1) the daily portions of REMIC taxable income allocable to the REMIC
Residual Certificate over                                                       

        (2) the sum of the daily accruals for each day during the quarter that
the REMIC Residual Certificate was held by the REMIC Residual Certificateholder.

  The daily accruals of a REMIC Residual Certificateholder will be
determined by allocating to each day during a calendar quarter its ratable      
portion of the product of the adjusted issue price of the REMIC Residual        
Certificate at the beginning of the calendar quarter and 120% of the long-term  
Federal                                                                         

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rate in effect on the closing date. For this purpose, the adjusted issue price  
of a REMIC Residual Certificate as of the beginning of any calendar quarter will
be equal to the issue price of the REMIC Residual Certificate, increased by the 
sum of the daily accruals for all prior quarters and decreased, but not below   
zero, by any distributions made with respect to the REMIC Residual Certificate  
before the beginning of that quarter. The issue price of a REMIC Residual       
Certificate is the initial offering price to the public, excluding bond houses  
and brokers, at which a substantial amount of the REMIC Residual Certificates   
were sold. The long-term Federal rate is an average of current yields on        
Treasury securities with a remaining term of greater than nine years, computed  
and published monthly by the IRS. Although it has not done so, the Treasury has 
authority to issue regulations that would treat the entire amount of income     
accruing on a REMIC Residual Certificate as an excess inclusion if the REMIC    
Residual Certificates are considered to have significant value.                 

For REMIC Residual Certificateholders, an excess inclusion:   

      (1) will not be permitted to be offset by deductions, losses or loss
carryovers from other activities,                                               

(2) will be treated as unrelated business taxable income to an
otherwise tax-exempt organization and                                           

        (3) will not be eligible for any rate reduction or exemption under any
applicable tax treaty with respect to the 30% United States withholding tax     
imposed on distributions to REMIC Residual Certificateholders that are foreign  
investors. See, however, "--Foreign Investors in REMIC Certificates," below.    

  Furthermore, for purposes of the alternative minimum tax, excess
inclusions will not be permitted to be offset by the alternative tax net        
operating loss deduction and alternative minimum taxable income may not be less 
than the taxpayer's excess inclusions. The latter rule has the effect of        
preventing nonrefundable tax credits from reducing the taxpayer's income tax to 
an amount lower than the alternative minimum tax on excess inclusions.          

      In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to the REMIC     
Residual Certificates, as reduced, but not below zero, by the real estate       
investment trust taxable income, will be allocated among the shareholders of the
trust in proportion to the dividends received by the shareholders from the      
trust, and any amount so allocated will be treated as an excess inclusion with  
respect to a REMIC Residual Certificate as if held directly by the shareholder. 
"Real estate investment trust taxable income" is defined by Section 857(b)(2) of
the Code, and as used in the prior sentence does not include any net capital    
gain. Treasury regulations yet to be issued could apply a similar rule to       
regulated investment companies, common trust funds and cooperatives; the REMIC  
Regulations currently do not address this subject.                              

       Noneconomic REMIC Residual Certificates. Under the REMIC regulations,
transfers of "noneconomic" REMIC residual certificates will be disregarded for  
all federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If the    
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the "noneconomic" REMIC residual
certificate. The REMIC regulations provide that a REMIC residual certificate is 
noneconomic unless, based on the prepayment assumption and on any required or   
permitted clean up calls, or required qualified liquidation provided for in the 
REMIC's organizational documents, (1) the present value of the expected future  
distributions (discounted using the "applicable Federal rate" for obligations   
whose term ends on the close of the last                                        

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quarter in which excess inclusions are expected to accrue with respect to the   
REMIC residual certificate, which rate is computed and published monthly by the 
IRS, on the REMIC residual certificate equals at least the present value of the 
expected tax on the anticipated excess inclusions, and (2) the transferor       
reasonably expects that the transferee will receive distributions with respect  
to the REMIC residual certificate at or after the time the taxes accrue on the  
anticipated excess inclusions in an amount sufficient to satisfy the accrued    
taxes. Accordingly, all transfers of REMIC residual certificates that may       
constitute noneconomic residual interests will be subject to restrictions under 
the terms of the related pooling and servicing agreement that are intended to   
reduce the possibility of any transfer being disregarded. The restrictions will 
require each party to a transfer to provide an affidavit that no purpose of the 
transfer is to impede the assessment or collection of tax, including            
representations as to the financial condition of the prospective transferee, as 
to which the transferor also is required to make a reasonable investigation to  
determine the transferee's historic payment of its debts and ability to continue
to pay its debts as they come due in the future. Prior to purchasing a REMIC    
residual certificate, prospective purchasers should consider the possibility    
that a purported transfer of the REMIC residual certificate by such a purchaser 
to another purchaser at some future date may be disregarded in accordance with  
the above-described rules which would result in the retention of tax liability  
by that purchaser.                                                              

       The IRS has issued final REMIC regulations that add to the conditions
necessary to assure that a transfer of a non-economic residual interest would be
respected. The additional conditions require that in order to qualify as a safe 
harbor transfer of a residual, the transferee represent that it will not cause  
the income "to be attributable to a foreign permanent establishment or fixed    
base (within the meaning of an applicable income tax treaty) of the transferee  
or another U.S. taxpayer" and either (i) the amount received by the transferee  
be no less on a present value basis than the present value of the net tax       
detriment attributable to holding the residual interest reduced by the present  
value of the projected payments to be received on the residual interest or (ii) 
the transfer is to a domestic taxable corporation with specified large amounts  
of gross and net assets and that meets certain other requirements where         
agreement is made that all future transfers will be to taxable domestic         
corporations in transactions that qualify for the same "safe harbor" provision. 
Eligibility for the safe harbor requires, among other things, that the facts and
circumstances known to the transferor at the time of transfer not indicate to a 
reasonable person that the taxes with respect to the residual interest will not 
be paid, with an unreasonably low cost for the transfer specifically mentioned  
as negating eligibility.                                                        

       The related prospectus supplement will disclose whether offered REMIC
residual certificates may be considered "noneconomic" residual interests under  
the REMIC regulations. Any disclosure that a REMIC residual certificate will not
be considered "noneconomic" will be based upon some assumptions, and the        
depositor will make no representation that a REMIC residual certificate will not
be considered "noneconomic" for purposes of the above-described rules. See      
"--Foreign Investors in REMIC Certificates" for additional restrictions         
applicable to transfers of certain REMIC residual certificates to foreign       
persons.                                                                        

        On May 11, 2004, the Internal Revenue Service issued final regulations
relating to the federal income tax treatment of "inducement fees" received by   
transferees of non-economic REMIC Residual Certificates. The regulations provide
tax accounting rules for the inclusion of such fees in income over an           
appropriate period, and clarify that inducement fees represent income from      
sources within the United States. These rules apply to taxable years ending on  
or after May 11, 2004. On the same date, the IRS issued administrative guidance 
addressing the procedures by which transferees of such REMIC Residual           
Certificates may obtain consent to change the method of accounting for REMIC    
inducement fee income to one of the methods provided in the regulations.        
Prospective purchasers of REMIC Residual Certificates should consult with their 
tax advisors regarding the effect of these regulations and the related          
administrative guidance.                                                        

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     Mark-to-market Rules. In general, all securities owned by a dealer,
except to the extent that the dealer has specifically identified a security as  
held for investment, must be marked to market in accordance with the applicable 
Code provision and the related regulations. Under Treasury regulations a REMIC  
Residual Certificate is not treated as a security and thus may not be marked to 
market.                                                                         

      Possible Pass-through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related   
REMIC Residual Certificates. The applicable Treasury regulations indicate,      
however, that in the case of a REMIC that is similar to a single class grantor  
trust, all or a portion of these fees and expenses should be allocated to the   
holders of the related REMIC Regular Certificates. Except as stated in the      
related prospectus supplement, these fees and expenses will be allocated to     
holders of the related REMIC Residual Certificates in their entirety and not to 
the holders of the related REMIC Regular Certificates.                          

With respect to REMIC Residual Certificates or REMIC Regular  
Certificates the holders of which receive an allocation of fees and expenses in 
accordance with the preceding discussion, if any holder thereof is an           
individual, estate or trust, or a pass-through entity beneficially owned by one 
or more individuals, estates or trusts,                                         

o        an amount equal to the individual's, estate's or trust's share of the  
fees and expenses will be added to the gross income of the holder, and          

o        the individual's, estate's or trust's share of the fees and expenses   
will be treated as a miscellaneous itemized deduction allowable subject to the  
limitation of Section 67 of the Code.                                           

         Section 67 of the Code permits these deductions only to the extent they
exceed in the aggregate two percent of a taxpayer's adjusted gross income. In   
addition, Section 68 of the Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a     
specified amount will be reduced by the lesser of (1) 3% of the excess of the   
individual's adjusted gross income over that amount or (2) 80% of the amount of 
itemized deductions otherwise allowable for the taxable year. The amount of     
additional taxable income reportable by REMIC Certificateholders that are       
subject to the limitations of either Section 67 or Section 68 of the Code may be
substantial. Furthermore, in determining the alternative minimum taxable income 
of a holder of a REMIC Certificate that is an individual, estate or trust, or a 
pass-through entity beneficially owned by one or more individuals, estates or   
trusts, no deduction will be allowed for the holder's allocable portion of      
servicing fees and other miscellaneous itemized deductions of the REMIC, even   
though an amount equal to the amount of the fees and other deductions will be   
included in the holder's gross income. Accordingly, these REMIC Certificates may
not be appropriate investments for individuals, estates, or trusts, or          
pass-through entities beneficially owned by one or more individuals, estates or 
trusts. Prospective investors should consult with their own tax advisors prior  
to making an investment in the certificates.                                    

SALES OF REMIC CERTIFICATES                                                     

    If a REMIC Certificate is sold, the selling Certificateholder will
recognize gain or loss equal to the difference between the amount realized on   
the sale and its adjusted basis in the REMIC Certificate. The adjusted basis of 
a REMIC Regular Certificate generally will be:                                  

o        equal the cost of the REMIC Regular Certificate to the                 
certificateholder,                                                              

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o        increased by income reported by such certificateholder with respect to 
the REMIC Regular Certificate, including original issue discount and market     
discount income, and                                                            

o        reduced, but not below zero, by distributions on the REMIC Regular     
Certificate received by the certificateholder and by any amortized premium.     

       The adjusted basis of a REMIC Residual Certificate will be determined
as described under "--Taxation of Owners of REMIC Residual Certificates--Basis  
Rules, Net Losses and Distributions." Except as provided in the following four  
paragraphs, gain or loss from the sale of a REMIC Certificate will be capital   
gain or loss, provided the REMIC Certificate is held as a capital asset within  
the meaning of Section 1221 of the Code.                                        

        Gain from the sale of a REMIC Regular Certificate that might otherwise
be capital gain will be treated as ordinary income to the extent the gain does  
not exceed the excess, if any, of (1) the amount that would have been includible
in the seller's income with respect to the REMIC Regular Certificate assuming   
that income had accrued thereon at a rate equal to 110% of the applicable       
Federal rate, determined as of the date of purchase of the REMIC Regular        
Certificate, over (2) the amount of ordinary income actually includible in the  
seller's income prior to the sale. In addition, gain recognized on the sale of a
REMIC Regular Certificate by a seller who purchased the REMIC Regular           
Certificate at a market discount will be taxable as ordinary income in an amount
not exceeding the portion of the discount that accrued during the period the    
REMIC Certificate was held by the holder, reduced by any market discount        
included in income under the rules described above under "--Taxation of Owners  
of REMIC Regular Certificates--Market Discount" and "--Premium."                

         REMIC Certificates will be evidences of indebtedness within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale 
of a REMIC Certificate by a bank or thrift institution to which this section    
applies will be ordinary income or loss.                                        

         A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent 
that the certificate is held as part of a conversion transaction within the     
meaning of Section 1258 of the Code. A conversion transaction includes a        
transaction in which the taxpayer has taken two or more positions in the same or
similar property that reduce or eliminate market risk, if substantially all of  
the taxpayer's return is attributable to the time value of the taxpayer's net   
investment in the transaction. The amount of gain so realized in a conversion   
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment 
at 120% of the appropriate applicable Federal rate at the time the taxpayer     
enters into the conversion transaction, subject to appropriate reduction for    
prior inclusion of interest and other ordinary income items from the            
transaction.                                                                    

 Finally, a taxpayer may elect to have net capital gain taxed at
ordinary income rates rather than capital gains rates in order to include the   
net capital gain in total net investment income for the taxable year, for       
purposes of the rule that limits the deduction of interest on indebtedness      
incurred to purchase or carry property held for investment to a taxpayer's net  
investment income.                                                              

        Except as may be provided in Treasury regulations yet to be issued, if
the seller of a REMIC Residual Certificate reacquires the REMIC Residual        
Certificate, or acquires any other residual interest in a REMIC or any similar  
interest in a taxable mortgage pool, as defined in Section 7701(i) of the Code, 
during the period beginning six months before, and ending six months after, the 
date of the sale, such sale will be subject to the wash sale rules of Section   
1091 of the Code. In that event, any loss realized by the                       

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REMIC Residual Certificateholder on the sale will not be deductible, but instead
will be added to the REMIC Residual Certificateholder's adjusted basis in the   
newly-acquired asset.                                                           

        Prohibited Transactions and Other Possible REMIC Taxes. In the event a
REMIC engages in a prohibited transaction, the Code imposes a 100% tax on the   
income derived by the REMIC from the prohibited transaction. A prohibited       
transaction may occur upon the disposition of a mortgage loan, the receipt of   
income from a source other than a mortgage loan or other permitted investments, 
the receipt of compensation for services, or gain from the disposition of an    
asset purchased with the payments on the mortgage loans for temporary investment
pending distribution on the REMIC Certificates. It is not anticipated that any  
REMIC will engage in any prohibited transactions in which it would recognize a  
material amount of net income.                                                  

        In addition, a contribution to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition on the REMIC of
a tax equal to 100% of the value of the contributed property. Each pooling and  
servicing agreement will include provisions designed to prevent the acceptance  
of any contributions that would be subject to this tax.                         

        REMICs also are subject to federal income tax at the highest corporate
rate on net income from foreclosure property, determined by reference to the    
rules applicable to real estate investment trusts. Net income from foreclosure  
property generally means gain from the sale of a foreclosure property that is   
inventory property and gross income from foreclosure property other than        
qualifying rents and other qualifying income for a real estate investment trust.
It is not anticipated that any REMIC will recognize net income from foreclosure 
property subject to federal income tax.                                         

         To the extent permitted by then applicable laws, any tax resulting from
a prohibited transaction, tax resulting from a contribution made after the      
closing date, tax on net income from foreclosure property or state or local     
income or franchise tax that may be imposed on the REMIC will be borne by the   
related master servicer or trustee in either case out of its own funds, provided
that the master servicer or the trustee has sufficient assets to do so, and     
provided that the tax arises out of a breach of the master servicer's or the    
trustee's obligations under the related pooling and servicing agreement and in  
respect of compliance with applicable laws and regulations. Any of these taxes  
not borne by the master servicer or the trustee will be charged against the     
related trust fund resulting in a reduction in amounts payable to holders of the
related REMIC Certificates.                                                     

     Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a      
disqualified organization, a tax would be imposed in an amount equal to the     
product of:                                                                     

o        the present value, discounted using the applicable Federal rate for    
obligations whose term ends on the close of the last quarter in which excess    
inclusions are expected to accrue with respect to the REMIC Residual            
Certificate, of the total anticipated excess inclusions with respect to the     
REMIC Residual Certificate for periods after the transfer and                   

o        the highest marginal federal income tax rate applicable to             
corporations.                                                                   

     The anticipated excess inclusions must be determined as of the date
that the REMIC Residual Certificate is transferred and must be based on events  
that have occurred up to the time of the transfer, the Prepayment Assumption and
any required or permitted clean up calls or required liquidation provided for in
the REMIC's organizational documents. The tax would be imposed on the transferor
of the REMIC Residual Certificate, except that where the transfer is through an 
agent for a disqualified organization, the                                      

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tax would instead be imposed on the agent. However, a transferor of a REMIC     
Residual Certificate would in no event be liable for the tax with respect to a  
transfer if the transferee furnishes to the transferor an affidavit that the    
transferee is not a disqualified organization and, as of the time of the        
transfer, the transferor does not have actual knowledge that the affidavit is   
false. Moreover, an entity will not qualify as a REMIC unless there are         
reasonable arrangements designed to ensure that                                 

o        residual interests in the entity are not held by disqualified          
organizations and                                                               

o        information necessary for the application of the tax described in this 
prospectus will be made available. Restrictions on the transfer of REMIC        
Residual Certificates and other provisions that are intended to meet this       
requirement will be included in the pooling and servicing agreement, and will be
discussed more fully in any prospectus supplement relating to the offering of   
any REMIC Residual Certificate.                                                 

 In addition, if a pass-through entity includes in income excess
inclusions with respect to a REMIC Residual Certificate, and a disqualified     
organization is the record holder of an interest in the entity, then a tax will 
be imposed on the entity equal to the product of (1) the amount of excess       
inclusions on the REMIC Residual Certificate that are allocable to the interest 
in the pass-through entity held by the disqualified organization and (2) the    
highest marginal federal income tax rate imposed on corporations. A pass-through
entity will not be subject to this tax for any period, however, if each record  
holder of an interest in the pass-through entity furnishes to the pass-through  
entity                                                                          

o        the holder's social security number and a statement under penalties of 
perjury that the social security number is that of the record holder or         

o        a statement under penalties of perjury that the record holder is not a 
disqualified organization. Notwithstanding the preceding two sentences, in the  
case of a REMIC Residual Certificate held by an electing large partnership, as  
defined in Section 775 of the Code, all interests in the partnership shall be   
treated as held by disqualified organizations, without regard to whether the    
record holders of the partnership furnish statements described in the preceding 
sentence, and the amount that is subject to tax under the second preceding      
sentence is excluded from the gross income of the partnership allocated to the  
partners, in lieu of allocating to the partners a deduction for the tax paid by 
the partnership.                                                                

For these purposes, a disqualified organization means:        

o        the United States, any State or political subdivision thereof, any     
foreign government, any international organization, or any agency or            
instrumentality of the foregoing, not including, however, instrumentalities     
described in Section 168(h)(2)(D) of the Code or the Federal Home Loan Mortgage 
Corporation,                                                                    

o        any organization, other than a cooperative described in Section 521 of 
the Code, that is exempt from federal income tax, unless it is subject to the   
tax imposed by Section 511 of the Code or                                       

o        any organization described in Section 1381(a)(2)(C) of the Code.       

For these purposes, a pass-through entity means any regulated 
investment company, real estate investment trust, trust, partnership or other   
entity described in Section 860E(e)(6)(B) of the Code. In addition, a person    
holding an interest in a pass-through entity as a nominee for another person    
will, with respect to the interest, be treated as a pass-through entity.        

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        Termination. A REMIC will terminate immediately after the distribution
date following receipt by the REMIC of the final payment in respect of the      
mortgage loans or upon a sale of the REMIC's assets following the adoption by   
the REMIC of a plan of complete liquidation. The last distribution on a REMIC   
Regular Certificate will be treated as a payment in retirement of a debt        
instrument. In the case of a REMIC Residual certificate, if the last            
distribution on the REMIC Residual Certificate is less than the REMIC Residual  
Certificateholder's adjusted basis in the Certificate, the REMIC Residual       
Certificateholder should, but may not, be treated as realizing a loss equal to  
the amount of the difference, and the loss may be treated as a capital loss.    

        Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a           
partnership and REMIC Residual Certificateholders will be treated as partners.  
The trustee or other party specified in the related prospectus supplement will  
file REMIC federal income tax returns on behalf of the related REMIC, and under 
the terms of the related agreement, will either (1) be irrevocably appointed by 
the holders of the largest percentage interest in the related REMIC Residual    
Certificates as their agent to perform all of the duties of the tax matters     
person with respect to the REMIC in all respects or (2) will be designated as   
and will act as the tax matters person with respect to the related REMIC in all 
respects and will hold at least a nominal amount of REMIC Residual Certificates.

        The trustee, as the tax matters person or as agent for the tax matters
person, subject to notice requirements and various restrictions and limitations,
generally will have the authority to act on behalf of the REMIC and the REMIC   
Residual Certificateholders in connection with the administrative and judicial  
review of items of income, deduction, gain or loss of the REMIC, as well as the 
REMIC's classification. REMIC Residual Certificateholders generally will be     
required to report such REMIC items consistently with their treatment on the    
REMIC's tax return and may be bound by a settlement agreement between the       
trustee, as either tax matters person or as agent for the tax matters person,   
and the IRS concerning any REMIC item subject to that settlement agreement.     
Adjustments made to the REMIC tax return may require a REMIC Residual           
Certificateholder to make corresponding adjustments on its return, and an audit 
of the REMIC's tax return, or the adjustments resulting from an audit, could    
result in an audit of a REMIC Residual Certificateholder's return. Any person   
that holds a REMIC Residual Certificate as a nominee for another person may be  
required to furnish the REMIC, in a manner to be provided in Treasury           
regulations, with the name and address of the person and other information.     

      Reporting of interest income, including any original issue discount,
with respect to REMIC Regular Certificates is required annually, and may be     
required more frequently under Treasury regulations. These information reports  
generally are required to be sent to individual holders of REMIC regular        
interests and the IRS; holders of REMIC Regular Certificates that are           
corporations, trusts, securities dealers and some other non-individuals will be 
provided interest and original issue discount income information and the        
information set forth in the following paragraph upon request in accordance with
the requirements of the applicable regulations. The information must be provided
by the later of 30 days after the end of the quarter for which the information  
was requested, or two weeks after the receipt of the request. The REMIC must    
also comply with rules requiring a REMIC Regular Certificate issued with        
original issue discount to disclose on its face the amount of original issue    
discount and the issue date, and requiring the information to be reported to the
IRS. Reporting with respect to the REMIC Residual Certificates, including       
income, excess inclusions, investment expenses and relevant information         
regarding qualification of the REMIC's assets will be made as required under the
Treasury regulations, generally on a quarterly basis.                           

  The REMIC Regular Certificate information reports will include a
statement of the adjusted issue price of the REMIC Regular Certificate at the   
beginning of each accrual period. In addition, the reports                      

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will include information required by regulations with respect to computing the  
accrual of any market discount. Because exact computation of the accrual of     
market discount on a constant yield method would require information relating to
the holder's purchase price that the REMIC may not have, Treasury regulations   
only require that information pertaining to the appropriate proportionate method
of accruing market discount be provided. See "--Taxation of Owners of REMIC     
Regular Certificates--Market Discount."                                         

     The responsibility for complying with the foregoing reporting rules
will be borne by the trustee or other party designated in the related prospectus
supplement.                                                                     

    Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC  
Certificates, may be subject to the backup withholding tax under Section 3406 of
the Code if recipients of the payments fail to furnish to the payor information 
including their taxpayer identification numbers, or otherwise fail to establish 
an exemption from the backup withholding tax. Any amounts deducted and withheld 
from a distribution to a recipient would be allowed as a credit against the     
recipient's federal income tax. Furthermore, penalties may be imposed by the IRS
on a recipient of payments that is required to supply information but that does 
not do so in the proper manner.                                                 

Foreign Investors in REMIC Certificates. A REMIC Regular      
Certificateholder that is not a United States Person and is not subject to      
federal income tax as a result of any direct or indirect connection to the      
United States in addition to its ownership of a REMIC Regular Certificate, will 
not be subject to United States federal income or withholding tax in respect of 
a distribution on a REMIC Regular Certificate, provided that the holder complies
to the extent necessary with identification requirements including delivery of a
statement signed by the certificateholder under penalties of perjury, certifying
that the certificateholder is not a United States Person and providing the name 
and address of the certificateholder. The IRS may assert that the foregoing tax 
exemption should not apply with respect to a REMIC Regular Certificate held by a
REMIC Residual Certificateholder that owns directly or indirectly a 10% or      
greater interest in the REMIC Residual Certificates. If the holder does not     
qualify for exemption, distributions of interest, including distributions in    
respect of accrued original issue discount, to the holder may be subject to a   
tax rate of 30%, subject to reduction under any applicable tax treaty.          

         Special rules apply to partnerships, estates and trusts, and in certain
circumstances certifications as to foreign status and other matters may be      
required to be provided by partners and beneficiaries thereof.                  

    In addition, the foregoing rules will not apply to exempt a United
States shareholder of a controlled foreign corporation from taxation on the     
United States shareholder's allocable portion of the interest income received by
the controlled foreign corporation.                                             

   Further, it appears that a REMIC Regular Certificate would not be
included in the estate of a non-resident alien individual and would not be      
subject to United States estate taxes. However, it is suggested that            
certificateholders who are non-resident alien individuals consult their tax     
advisors concerning this question.                                              

     Except as stated in the related prospectus supplement, transfers of
REMIC Residual Certificates to investors that are not United States Persons will
be prohibited under the related pooling and servicing agreement.                

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NOTES                                                                           

   On or prior to the date of the related prospectus supplement with
respect to the proposed issuance of each series of notes, counsel to the        
depositor will provide its opinion that, assuming compliance with all provisions
of the indenture, owner trust agreement and other related documents, for federal
income tax purposes (1) the notes will be treated as indebtedness and (2) the   
issuer, as created under the owner trust agreement, will not be characterized as
an association or publicly traded partnership taxable as a corporation or as a  
taxable mortgage pool. For purposes of this tax discussion, references to a     
noteholder or a holder are to the beneficial owner of a note.                   

      Status as Real Property Loans. Notes held by a domestic building and
loan association will not constitute "loans . . . secured by an interest in real
property" within the meaning of Code section 7701(a)(19)(C)(v); and notes held  
by a real estate investment trust will not constitute real estate assets within 
the meaning of Code section 856(c)(4)(A) and interest on notes will not be      
considered "interest on obligations secured by mortgages on real property"      
within the meaning of Code section 856(c)(3)(B).                                

      Taxation of Noteholders. Notes generally will be subject to the same
rules of taxation as REMIC Regular Certificates issued by a REMIC, except that  
(1) income reportable on the notes is not required to be reported under the     
accrual method unless the holder otherwise uses the accrual method and (2) the  
special rule treating a portion of the gain on sale or exchange of a REMIC      
Regular Certificate as ordinary income is inapplicable to the notes. See        
"--REMICs--Taxation of Owners of REMIC Regular Certificates" and "--Sales of    
REMIC Certificates."                                                            

GRANTOR TRUST FUNDS                                                             

   On or prior to the date of the related prospectus supplement with
respect to the proposed issuance of each series of Grantor Trust Certificates,  
counsel to the depositor will provide its opinion that, assuming compliance with
all provisions of the related pooling and servicing agreement, the related      
Grantor trust fund will be classified as a grantor trust under subpart E, part I
of subchapter J of Chapter 1 of the Code and not as a partnership or an         
association taxable as a corporation.                                           

CHARACTERIZATION OF INVESTMENTS IN GRANTOR TRUST CERTIFICATES                   

        Grantor Trust Fractional Interest Certificates. In the case of Grantor
Trust Fractional Interest Certificates, except as disclosed in the related      
prospectus supplement, counsel to the depositor will provide its opinion that   
Grantor Trust Fractional Interest Certificates will represent interests in      
"loans . . . secured by an interest in real property" within the meaning of     
Section 7701(a)(19)(C)(v) of the Code; "obligation[s] (including any            
participation or certificate of beneficial ownership therein) which . . .[are]  
principally secured by an interest in real property" within the meaning of      
Section 860G(a)(3) of the Code; and real estate assets within the meaning of    
Section 856(c)(4)(A) of the Code. In addition, counsel to the depositor will    
deliver its opinion that interest on Grantor Trust Fractional Interest          
Certificates will to the same extent be considered "interest on obligations     
secured by mortgages on real property or on interests in real property" within  
the meaning of Section 856(c)(3)(B) of the Code.                                

         The assets constituting certain Grantor trust funds may include buydown
mortgage loans. The characterization of an investment in buydown mortgage loans 
will depend upon the precise terms of the related buydown agreement, but to the 
extent that the buydown mortgage loans are secured by a bank account or other   
personal property, they may not be treated in their entirety as assets described
in the preceding paragraph. No directly applicable precedents exist with respect
to the federal income tax treatment or the characterization of investments in   
buydown mortgage loans. Accordingly, holders of                                 

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Grantor Trust Certificates should consult their own tax advisors with respect to
the characterization of investments in Grantor Trust Certificates representing  
an interest in a Grantor trust fund that includes buydown mortgage loans.       

Grantor Trust Strip Certificates. Even if Grantor Trust Strip 
Certificates evidence an interest in a Grantor trust fund consisting of mortgage
loans that are "loans . . . secured by an interest in real property" within the 
meaning of Section 7701(a)(19)(C)(v) of the Code, and real estate assets within 
the meaning of Section 856(c)(4)(A) of the Code, and the interest on the        
mortgage loans is "interest on obligations secured by mortgages on real         
property" within the meaning of Section 856(c)(3)(B) of the Code, it is unclear 
whether the Grantor Trust Strip Certificates, and income from the Grantor Trust 
Certificates will be characterized the same way. However, the policies          
underlying these sections, to encourage or require investments in mortgage loans
by thrift institutions and real estate investment trusts, suggest that this     
characterization is appropriate. Counsel to the depositor will not deliver any  
opinion on these questions. It is suggested that prospective purchasers to which
the characterization of an investment in Grantor Trust Strip Certificates is    
material consult their tax advisors regarding whether the Grantor Trust Strip   
Certificates, and the income therefrom, will be so characterized.               

        The Grantor Trust Strip Certificates will be "obligation[s] (including
any participation or certificate of beneficial ownership therein) which . .     
..[are] principally secured by an interest in real property" within the meaning 
of Section 860G(a)(3)(A) of the Code.                                           

       Taxation of Owners of Grantor Trust Fractional Interest Certificates.
Holders of a particular series of Grantor Trust Fractional Interest Certificates
generally will be required to report on their federal income tax returns their  
shares of the entire income from the mortgage loans, including amounts used to  
pay reasonable servicing fees and other expenses, and will be entitled to deduct
their shares of any reasonable servicing fees and other expenses. Because of    
stripped interests, market or original issue discount, or premium, the amount   
includible in income on account of a Grantor Trust Fractional Interest          
Certificate may differ significantly from the amount distributable on the same  
certificate representing interest on the mortgage loans. Under Section 67 of the
Code, an individual, estate or trust holding a Grantor Trust Fractional Interest
Certificate directly or through some pass-through entities will be allowed a    
deduction for the reasonable servicing fees and expenses only to the extent that
the aggregate of the holder's miscellaneous itemized deductions exceeds two     
percent of the holder's adjusted gross income. In addition, Section 68 of the   
Code reduces the amount of itemized deductions otherwise allowable for an       
individual whose adjusted gross income exceeds a specified amount. The amount of
additional taxable income reportable by holders of Grantor Trust Fractional     
Interest Certificates who are subject to the limitations of either Section 67 or
Section 68 of the Code may be substantial. Further, certificateholders other    
than corporations subject to the alternative minimum tax may not deduct         
miscellaneous itemized deductions in determining the holder's alternative       
minimum taxable income. Although it is not entirely clear, it appears that in   
transactions in which multiple classes of Grantor Trust Certificates, including 
Grantor Trust Strip Certificates, are issued, the fees and expenses should be   
allocated among the classes of Grantor Trust Certificates using a method that   
recognizes that each class benefits from the related services. In the absence of
statutory or administrative clarification as to the method to be used, it is    
intended to base information returns or reports to the IRS and                  
certificateholders on a method that allocates the expenses among classes of     
Grantor Trust Certificates with respect to each period on the distributions made
to each class during that period.                                               

       The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the       
stripped bond rules of Section 1286 of the Code. Grantor Trust Fractional       
Interest Certificates may be subject to those rules if (1) a class of Grantor   
Trust Strip Certificates is issued as part of the same series of certificates or
(2) the depositor or any of its affiliates                                      

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retains, for its own account or for purposes of resale, a right to receive a    
specified portion of the interest payable on the mortgage loans. Further, the   
IRS has ruled that an unreasonably high servicing fee retained by a seller or   
servicer will be treated as a retained ownership interest in mortgages that     
constitutes a stripped coupon. For purposes of determining what constitutes     
reasonable servicing fees for various types of mortgages the IRS has established
safe harbors. The servicing fees paid with respect to the mortgage loans for a  
series of Grantor Trust Certificates may be higher than those safe harbors and, 
accordingly, may not constitute reasonable servicing compensation. The related  
prospectus supplement will include information regarding servicing fees paid to 
the master servicer, any subservicer or their respective affiliates necessary to
determine whether the safe harbor rules apply.                                  

      If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been    
issued with original issue discount within the meaning of Section 1273(a) of the
Code, subject, however, to the discussion in the sixth following paragraph      
regarding the possible treatment of stripped bonds as market discount bonds and 
the discussion regarding de minimis market discount. See "--Taxation of Owners  
of Grantor Trust Fractional Interest Certificates--Discount" below. Under the   
stripped bond rules, the holder of a Grantor Trust Fractional Interest          
Certificate, whether a cash or accrual method taxpayer, will be required to     
report interest income from its Grantor Trust Fractional Interest Certificate   
for each month in an amount equal to the income that accrues on the certificate 
in that month calculated under a constant yield method, in accordance with the  
rules of the Code relating to original issue discount.                          

    The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a Grantor Trust Fractional Interest         
Certificate as to any purchaser will be equal to the price paid by the purchaser
for the Grantor Trust Fractional Interest Certificate. The stated redemption    
price of a Grantor Trust Fractional Interest Certificate will be the sum of all 
payments to be made on the certificate, other than qualified stated interest, if
any, as well as the certificate's share of reasonable servicing fees and other  
expenses. See "--Taxation of Owners of Grantor Trust Fractional Interest        
Certificates--Stripped Bond Rules Do Not Apply" for a definition of qualified   
stated interest. In general, the amount of the income that accrues in any month 
would equal the product of the holder's adjusted basis in the Grantor Trust     
Fractional Interest Certificate at the beginning of the month, see "Sales of    
Grantor Trust Certificates", and the yield of the Grantor Trust Fractional      
Interest Certificate to the holder. This yield is equal to a rate that,         
compounded based on the regular interval between distribution dates and used to 
discount the holder's share of future payments on the mortgage loans, causes the
present value of those future payments to equal the price at which the holder   
purchased the certificate. In computing yield under the stripped bond rules, a  
certificateholder's share of future payments on the mortgage loans will not     
include any payments made in respect of any ownership interest in the mortgage  
loans retained by the depositor, the master servicer, any subservicer or their  
respective affiliates, but will include the certificateholder's share of any    
reasonable servicing fees and other expenses.                                   

  To the extent the Grantor Trust Fractional Interest Certificates
represent an interest in any pool of debt instruments the yield on which may be 
affected by reason of prepayments, Section 1272(a)(6) of the Code requires (1)  
the use of a reasonable Prepayment Assumption in accruing original issue        
discount and (2) adjustments in the accrual of original issue discount when     
prepayments do not conform to the Prepayment Assumption. It is unclear whether  
those provisions would be applicable to the Grantor Trust Fractional Interest   
Certificates that do not represent an interest in any pool of debt instruments  
the yield on which may be affected by reason of prepayments, or whether use of a
reasonable Prepayment Assumption may be required or permitted without reliance  
on these rules. It is also uncertain, if a Prepayment Assumption is used,       
whether the assumed prepayment rate would be determined based on conditions at  
the time of the first sale of the Grantor Trust Fractional Interest Certificate 
or, for a                                                                       

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particular holder, at the time of purchase of the Grantor Trust Fractional      
Interest Certificate by that holder. It is suggested that Certificateholders    
consult their own tax advisors concerning reporting original issue discount with
respect to Grantor Trust Fractional Interest Certificates and, in particular,   
whether a Prepayment Assumption should be used in reporting original issue      
discount.                                                                       

         In the case of a Grantor Trust Fractional Interest Certificate acquired
at a price equal to the principal amount of the mortgage loans allocable to the 
certificate, the use of a Prepayment Assumption generally would not have any    
significant effect on the yield used in calculating accruals of interest income.
In the case, however, of a Grantor Trust Fractional Interest Certificate        
acquired at a price less than or greater than the principal amount of the       
certificate, that is, at a discount or a premium, the use of a reasonable       
Prepayment Assumption would increase or decrease the yield, and thus accelerate 
or decelerate, respectively, the reporting of income.                           

   If a Prepayment Assumption is not used, then when a mortgage loan
prepays in full, the holder of a Grantor Trust Fractional Interest Certificate  
acquired at a discount or a premium generally will recognize ordinary income or 
loss equal to the difference between the portion of the prepaid principal amount
of the mortgage loan that is allocable to the certificate and the portion of the
adjusted basis of the certificate that is allocable to the certificateholder's  
interest in the mortgage loan. If a Prepayment Assumption is used, it appears   
that no separate item of income or loss should be recognized upon a prepayment. 
Instead, a prepayment should be treated as a partial payment of the stated      
redemption price of the Grantor Trust Fractional Interest Certificate and       
accounted for under a method similar to that described for taking account of    
original issue discount on REMIC Regular Certificates. See "--REMICs--Taxation  
of Owners of REMIC Regular Certificates--Original Issue Discount." It is unclear
whether any other adjustments would be required to reflect differences between  
an assumed prepayment rate and the actual rate of prepayments.                  

      It is intended to base information reports or returns to the IRS and
certificateholders in transactions subject to the stripped bond rules on a      
Prepayment Assumption that will be disclosed in the related prospectus          
supplement and on a constant yield computed using a representative initial      
offering price for each class of certificates. However, none of the depositor,  
the master servicer or the trustee will make any representation that the        
mortgage loans will in fact prepay at a rate conforming to the Prepayment       
Assumption or any other rate and certificateholders should bear in mind that the
use of a representative initial offering price will mean that the information   
returns or reports, even if otherwise accepted as accurate by the IRS, will in  
any event be accurate only as to the initial certificateholders of each series  
who bought at that price.                                                       

      Under Treasury regulation Section 1.1286-1, stripped bonds may to be
treated as market discount bonds and any purchaser of a stripped bond treated as
a market discount bond is to account for any discount on the bond as market     
discount rather than original issue discount. This treatment only applies,      
however, if immediately after the most recent disposition of the bond by a      
person stripping one or more coupons from the bond and disposing of the bond or 
coupon (1) there is no, or only a de minimis amount of, original issue discount 
or (2) the annual stated rate of interest payable on the original bond is no    
more than one percentage point lower than the gross interest rate payable on the
original mortgage loan, before subtracting any servicing fee or any stripped    
coupon. If interest payable on a Grantor Trust Fractional Interest Certificate  
is more than one percentage point lower than the gross interest rate payable on 
the mortgage loans, the related prospectus supplement will disclose that fact.  
If the original issue discount or market discount on a Grantor Trust Fractional 
Interest Certificate determined under the stripped bond rules is less than 0.25%
of the stated redemption price multiplied by the weighted average maturity of   
the mortgage loans, then that original issue discount or market discount will be
considered to be de minimis. Original issue discount or market discount of only 
a de minimis amount will be included in income in the                           

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same manner as de minimis original issue and market discount described in       
"--Characteristics of Investments in Grantor Trust Certificates--If Stripped    
Bond Rules Do Not Apply" and "--Market Discount" below.                         

         If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor   
Trust Fractional Interest Certificate, the certificateholder will be required to
report its share of the interest income on the mortgage loans in accordance with
the certificateholder's normal method of accounting. The original issue discount
rules will apply to a Grantor Trust Fractional Interest Certificate to the      
extent it evidences an interest in mortgage loans issued with original issue    
discount.                                                                       

       The original issue discount, if any, on the mortgage loans will equal
the difference between the stated redemption price of the mortgage loans and    
their issue price. Under the OID Regulations, the stated redemption price is    
equal to the total of all payments to be made on the mortgage loan other than   
qualified stated interest. Qualified stated interest is interest that is        
unconditionally payable at least annually at a single fixed rate, a qualified   
floating rate, an objective rate, a combination of a single fixed rate and one  
or more qualified floating rates or one qualified inverse floating rate, or a   
combination of qualified floating rates that does not operate in a manner that  
accelerates or defers interest payments on the mortgage loan. In general, the   
issue price of a mortgage loan will be the amount received by the borrower from 
the lender under the terms of the mortgage loan, less any points paid by the    
borrower, and the stated redemption price of a mortgage loan will equal its     
principal amount, unless the mortgage loan provides for an initial below-market 
rate of interest or the acceleration or the deferral of interest payments. The  
determination as to whether original issue discount will be considered to be de 
minimis will be calculated using the same test described in the REMIC           
discussion. See "--Taxation of Owners of REMIC Regular Certificates--Original   
Issue Discount" above.                                                          

       In the case of mortgage loans bearing adjustable or variable interest
rates, the related prospectus supplement will describe the manner in which the  
rules will be applied with respect to those mortgage loans by the master        
servicer or the trustee in preparing information returns to the                 
certificateholders and the IRS.                                                 

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be  
accrued and reported in income each month, based on a constant yield. Section   
1272(a)(6) of the Code requires that a Prepayment Assumption be made in         
computing yield with respect to any pool of debt instruments the yield on which 
may be affected by reason of prepayments. Accordingly, for certificates backed  
by these pools, it is intended to base information reports and returns to the   
IRS and certificateholders on the use of a Prepayment Assumption. However, in   
the case of certificates not backed by these pools, it currently is not intended
to base the reports and returns on the use of a Prepayment Assumption. It is    
suggested that certificateholders consult their own tax advisors concerning     
whether a Prepayment Assumption should be used in reporting original issue      
discount with respect to Grantor Trust Fractional Interest Certificates.        
Certificateholders should refer to the related prospectus supplement with       
respect to each series to determine whether and in what manner the original     
issue discount rules will apply to mortgage loans in the series.                

     A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases the Grantor Trust Fractional Interest Certificate at a cost less than 
the certificate's allocable portion of the aggregate remaining stated redemption
price of the mortgage loans held in the related trust fund will also be required
to include in gross income the certificate's daily portions of any original     
issue discount with respect to the mortgage loans. However, the daily portion   
will be reduced, if the cost of the Grantor Trust Fractional Interest           
Certificate to the purchaser is in excess of the certificate's allocable portion
of the                                                                          

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aggregate adjusted issue prices of the mortgage loans held in the related trust 
fund, approximately in proportion to the ratio the excess bears to the          
certificate's allocable portion of the aggregate original issue discount        
remaining to be accrued on the mortgage loans. The adjusted issue price of a    
mortgage loan on any given day equals the sum of (1) the adjusted issue price,  
or, in the case of the first accrual period, the issue price, of the mortgage   
loan at the beginning of the accrual period that includes that day and (2) the  
daily portions of original issue discount for all days during the accrual period
prior to that day. The adjusted issue price of a mortgage loan at the beginning 
of any accrual period will equal the issue price of the mortgage loan, increased
by the aggregate amount of original issue discount with respect to the mortgage 
loan that accrued in prior accrual periods, and reduced by the amount of any    
payments made on the mortgage loan in prior accrual periods of amounts included 
in its stated redemption price.                                                 

         In addition to its regular reports, the master servicer or the trustee,
except as provided in the related prospectus supplement, will provide to any    
holder of a Grantor Trust Fractional Interest Certificate such information as   
the holder may reasonably request from time to time with respect to original    
issue discount accruing on Grantor Trust Fractional Interest Certificates. See  
"Grantor Trust Reporting" below.                                                

         Market Discount. If the stripped bond rules do not apply to the Grantor
Trust Fractional Interest Certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Code to the extent an
interest in a mortgage loan is considered to have been purchased at a market    
discount, that is, in the case of a mortgage loan issued without original issue 
discount, at a purchase price less than its remaining stated redemption price,  
or in the case of a mortgage loan issued with original issue discount, at a     
purchase price less than its adjusted issue price. If market discount is in     
excess of a de minimis amount, the holder generally will be required to include 
in income in each month the amount of the discount that has accrued through the 
month that has not previously been included in income, but limited, in the case 
of the portion of the discount that is allocable to any mortgage loan, to the   
payment of stated redemption price on the mortgage loan that is received by, or,
in the case of accrual basis certificateholders, due to, the trust fund in that 
month. A certificateholder may elect to include market discount in income       
currently as it accrues under a constant yield method based on the yield of the 
certificate to the holder rather than including it on a deferred basis under    
rules similar to those described in "--Taxation of Owners of REMIC Regular      
Certificates--Market Discount" above.                                           

      Section 1276(b)(3) of the Code authorized the Treasury Department to
issue regulations providing for the method for accruing market discount on debt 
instruments, the principal of which is payable in more than one installment.    
Until regulations are issued by the Treasury Department, rules described in the 
committee report will apply. Under those rules, in each accrual period market   
discount on the mortgage loans should accrue, at the certificateholder's option:
(1) on the basis of a constant yield method, (2) in the case of a mortgage loan 
issued without original issue discount, in an amount that bears the same ratio  
to the total remaining market discount as the stated interest paid in the       
accrual period bears to the total stated interest remaining to be paid on the   
mortgage loan as of the beginning of the accrual period, or (3) in the case of a
mortgage loan issued with original issue discount, in an amount that bears the  
same ratio to the total remaining market discount as the original issue discount
accrued in the accrual period bears to the total original issue discount        
remaining at the beginning of the accrual period. The Prepayment Assumption, if 
any, used in calculating the accrual of original issue discount is to be used in
calculating the accrual of market discount. The effect of using a Prepayment    
Assumption could be to accelerate the reporting of the discount income. Because 
the regulations referred to in this paragraph have not been issued, it is not   
possible to predict what effect the regulations might have on the tax treatment 
of a mortgage loan purchased at a discount in the secondary market.             

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         Because the mortgage loans will provide for periodic payments of stated
redemption price, the market discount may be required to be included in income  
at a rate that is not significantly slower than the rate at which the discount  
would be included in income if it were original issue discount.                 

        Market discount with respect to mortgage loans may be considered to be
de minimis and, if so, will be includible in income under de minimis rules      
similar to those described above in "--REMICs--Taxation of Owners of REMIC      
Regular Certificates--Original Issue Discount" with the exception that it is    
less likely that a Prepayment Assumption will be used for purposes of these     
rules with respect to the mortgage loans.                                       

        Further, under the rules described in "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount," above, any discount that is not   
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet  
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination    
dates of the mortgage loans.                                                    

        Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, that is, at a price in excess of their remaining   
stated redemption price, the certificateholder may elect under Section 171 of   
the Code to amortize using a constant yield method the portion of the premium   
allocable to mortgage loans originated after September 27, 1985. Amortizable    
premium is treated as an offset to interest income on the related debt          
instrument, rather than as a separate interest deduction. However, premium      
allocable to mortgage loans originated before September 28, 1985 or to mortgage 
loans for which an amortization election is not made, should be allocated among 
the payments of stated redemption price on the mortgage loan and be allowed as a
deduction as these payments are made, or, for a certificateholder using the     
accrual method of accounting, when the payments of stated redemption price are  
due.                                                                            

 It is unclear whether a Prepayment Assumption should be used in
computing amortization of premium allowable under Section 171 of the Code. If   
premium is not subject to amortization using a Prepayment Assumption and a      
mortgage loan prepays in full, the holder of a Grantor Trust Fractional Interest
Certificate acquired at a premium should recognize a loss, equal to the         
difference between the portion of the prepaid principal amount of the mortgage  
loan that is allocable to the certificate and the portion of the adjusted basis 
of the certificate that is allocable to the mortgage loan. If a Prepayment      
Assumption is used to amortize this premium, it appears that this loss would be 
unavailable. Instead, if a Prepayment Assumption is used, a prepayment should be
treated as a partial payment of the stated redemption price of the Grantor Trust
Fractional Interest Certificate and accounted for under a method similar to that
described for taking account of original issue discount on REMIC Regular        
Certificates. See "REMICs--Taxation of Owners of REMIC Regular                  
Certificates--Original Issue Discount." It is unclear whether any other         
adjustments would be required to reflect differences between the Prepayment     
Assumption used, and the actual rate of prepayments.                            

TAXATION OF OWNERS OF GRANTOR TRUST STRIP CERTIFICATES                          

         The stripped coupon rules of Section 1286 of the Code will apply to the
Grantor Trust Strip Certificates. Except as described above in "Characterization
of Investments in Grantor Trust Certificates--If Stripped Bond Rules Apply," no 
regulations or published rulings under Section 1286 of the Code have been issued
and uncertainty exists as to how it will be applied to securities like the      
Grantor Trust Strip Certificates. Accordingly, it is suggested that holders of  
Grantor Trust Strip Certificates consult their own tax advisors concerning the  
method to be used in reporting income or loss with respect to the certificates. 

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     The OID Regulations do not apply to stripped coupons, although they
provide general guidance as to how the original issue discount sections of the  
Code will be applied. In addition, the discussion below is subject to the       
discussion under "--Application of Contingent Payment Rules" and assumes that   
the holder of a Grantor Trust Strip Certificate will not own any Grantor Trust  
Fractional Interest Certificates.                                               

 Under the stripped coupon rules, it appears that original issue
discount will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of Grantor
Trust Strip Certificates would include as interest income in each month an      
amount equal to the product of the holder's adjusted basis in the Grantor Trust 
Strip Certificate at the beginning of that month and the yield of the Grantor   
Trust Strip Certificate to the holder. The yield would be calculated based on   
the price paid for that Grantor Trust Strip Certificate by its holder and the   
payments remaining to be made thereon at the time of the purchase, plus an      
allocable portion of the servicing fees and expenses to be paid with respect to 
the mortgage loans. See "Characterization of Investments in Grantor Trust       
Certificates--Stripped Bond Rules Apply" above.                                 

     As noted, Section 1272(a)(6) of the Code requires that a Prepayment
Assumption be used in computing the accrual of original issue discount with     
respect to some categories of debt instruments, and that adjustments be made in 
the amount and rate of accrual of the discount when prepayments do not conform  
to the Prepayment Assumption. To the extent the Grantor Trust Strip Certificates
represent an interest in any pool of debt instruments the yield on which may be 
affected by reason of prepayments, those provisions apply to Grantor Trust Strip
Certificates. It is unclear whether those provisions would be applicable to the 
Grantor Trust Strip Certificates that do not represent an interest in any such  
pool, or whether use of a Prepayment Assumption may be required or permitted in 
the absence of these provisions. It is also uncertain, if a Prepayment          
Assumption is used, whether the assumed prepayment rate would be determined     
based on conditions at the time of the first sale of the Grantor Trust Strip    
Certificate or, with respect to any subsequent holder, at the time of purchase  
of the Grantor Trust Strip Certificate by that holder.                          

       The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a Prepayment Assumption is permitted to be made than if 
yield is computed assuming no prepayments. It currently is intended to base     
information returns or reports to the IRS and certificateholders on the         
Prepayment Assumption disclosed in the related prospectus supplement and on a   
constant yield computed using a representative initial offering price for each  
class of certificates. However, none of the depositor, the master servicer or   
the trustee will make any representation that the mortgage loans will in fact   
prepay at a rate conforming to the Prepayment Assumption or at any other rate   
and certificateholders should bear in mind that the use of a representative     
initial offering price will mean that the information returns or reports, even  
if otherwise accepted as accurate by the IRS, will in any event be accurate only
as to the initial certificateholders of each series who bought at that price.   
Prospective purchasers of the Grantor Trust Strip Certificates should consult   
their own tax advisors regarding the use of the Prepayment Assumption.          

     It is unclear under what circumstances, if any, the prepayment of a
mortgage loan will give rise to a loss to the holder of a Grantor Trust Strip   
Certificate. If a Grantor Trust Strip Certificate is treated as a single        
instrument rather than an interest in discrete mortgage loans and the effect of 
prepayments is taken into account in computing yield with respect to the Grantor
Trust Strip Certificate, it appears that no loss may be available as a result of
any particular prepayment unless prepayments occur at a rate faster than the    
Prepayment Assumption. However, if a Grantor Trust Strip Certificate is treated 
as an interest in discrete mortgage loans, or if the Prepayment Assumption is   
not used, then, when a mortgage loan is prepaid, the holder of a Grantor Trust  
Strip Certificate should be able to recognize a loss equal to the               

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portion of the adjusted issue price of the Grantor Trust Strip Certificate that 
is allocable to the mortgage loan.                                              

        Possible Application of Contingent Payment Rules. The coupon stripping
rules' general treatment of stripped coupons is to regard them as newly issued  
debt instruments in the hands of each purchaser. To the extent that payments on 
the Grantor Trust Strip Certificates would cease if the mortgage loans were     
prepaid in full, the Grantor Trust Strip Certificates could be considered to be 
debt instruments providing for contingent payments. Under the OID Regulations,  
debt instruments providing for contingent payments are not subject to the same  
rules as debt instruments providing for noncontingent payments. Regulations were
promulgated on June 14, 1996, regarding contingent payment debt instruments, the
"Contingent Payment Regulations", but it appears that Grantor Trust Strip       
Certificates, to the extent subject to Section 1272(a)(6) of the Code as        
described above, or due to their similarity to other mortgage-backed securities,
such as REMIC regular interests and debt instruments subject to Section         
1272(a)(6) of the Code, that are expressly excepted from the application of the 
Contingent Payment Regulations, are or may be excepted from these regulations.  
Like the OID Regulations, the Contingent Payment Regulations do not specifically
address securities, like the Grantor Trust Strip Certificates, that are subject 
to the stripped bond rules of Section 1286 of the Code.                         

If the contingent payment rules under the Contingent Payment  
Regulations were to apply, the holder of a Grantor Trust Strip Certificate would
be required to apply the noncontingent bond method. Under the noncontingent bond
method, the issuer of a Grantor Trust Strip Certificate determines a projected  
payment schedule on which interest will accrue. Holders of Grantor Trust Strip  
Certificates are bound by the issuer's projected payment schedule. The projected
payment schedule consists of all noncontingent payments and a projected amount  
for each contingent payment based on the projected yield of the Grantor Trust   
Strip Certificate.                                                              

The projected amount of each payment is determined so that the
projected payment schedule reflects the projected yield. The projected amount of
each payment must reasonably reflect the relative expected values of the        
payments to be received by the holder of a Grantor Trust Strip Certificate. The 
projected yield referred to above is a reasonable rate, not less than the       
applicable Federal rate that, as of the issue date, reflects general market     
conditions, the credit quality of the issuer, and the terms and conditions of   
the mortgage loans. The holder of a Grantor Trust Strip Certificate would be    
required to include as interest income in each month the adjusted issue price of
the Grantor Trust Strip Certificate at the beginning of the period multiplied by
the projected yield, and would add to, or subtract from, the income any         
variation between the payment actually received in that month and the payment   
originally projected to be made in that month.                                  

    Assuming that a Prepayment Assumption were used, if the Contingent
Payment Regulations or their principles were applied to Grantor Trust Strip     
Certificates, the amount of income reported with respect thereto would be       
substantially similar to that described under "Taxation of Owners of Grantor    
Trust Strip Certificates". Certificateholders should consult their tax advisors 
concerning the possible application of the contingent payment rules to the      
Grantor Trust Strip Certificates.                                               

SALES OF GRANTOR TRUST CERTIFICATES                                             

         Any gain or loss equal to the difference between the amount realized on
the sale or exchange of a Grantor Trust Certificate and its adjusted basis      
recognized on the sale or exchange of a Grantor Trust Certificate by an investor
who holds the Grantor Trust Certificate as a capital asset will be capital gain 
or loss, except to the extent of accrued and unrecognized market discount, which
will be treated as ordinary income, and, in the case of banks and other         
financial institutions, except as provided under Section 582(c)                 

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of the Code. The adjusted basis of a Grantor Trust Certificate generally will   
equal its cost, increased by any income reported by the seller, including       
original issue discount and market discount income, and reduced, but not below  
zero, by any previously reported losses, any amortized premium and by any       
distributions with respect to the Grantor Trust Certificate.                    

  Gain or loss from the sale of a Grantor Trust Certificate may be
partially or wholly ordinary and not capital in some circumstances. Gain        
attributable to accrued and unrecognized market discount will be treated as     
ordinary income, as will gain or loss recognized by banks and other financial   
institutions subject to Section 582(c) of the Code. Furthermore, a portion of   
any gain that might otherwise be capital gain may be treated as ordinary income 
to the extent that the Grantor Trust Certificate is held as part of a conversion
transaction within the meaning of Section 1258 of the Code. A conversion        
transaction generally is one in which the taxpayer has taken two or more        
positions in the same or similar property that reduce or eliminate market risk, 
if substantially all of the taxpayer's return is attributable to the time value 
of the taxpayer's net investment in the transaction. The amount of gain realized
in a conversion transaction that is recharacterized as ordinary income generally
will not exceed the amount of interest that would have accrued on the taxpayer's
net investment at 120% of the appropriate applicable Federal rate at the time   
the taxpayer enters into the conversion transaction, subject to appropriate     
reduction for prior inclusion of interest and other ordinary income items from  
the transaction. Finally, a taxpayer may elect to have net capital gain taxed at
ordinary income rates rather than capital gains rates in order to include the   
net capital gain in total net investment income for that taxable year, for      
purposes of the rule that limits the deduction of interest on indebtedness      
incurred to purchase or carry property held for investment to a taxpayer's net  
investment income.                                                              

  Grantor Trust Reporting. The master servicer or the trustee will
furnish to each holder of a Grantor Trust Fractional Interest Certificate with  
each distribution a statement setting forth the amount of the distribution      
allocable to principal on the underlying mortgage loans and to interest thereon 
at the related pass-through rate. In addition, the master servicer or the       
trustee will furnish, within a reasonable time after the end of each calendar   
year, to each holder of a Grantor Trust Certificate who was a holder at any time
during that year, information regarding the amount of any servicing compensation
received by the master servicer and subservicer and any other customary factual 
information as the master servicer or the trustee deems necessary or desirable  
to enable holders of Grantor Trust Certificates to prepare their tax returns and
will furnish comparable information to the IRS as and when required by law to do
so. Because the rules for accruing discount and amortizing premium with respect 
to the Grantor Trust Certificates are uncertain in various respects, there is no
assurance the IRS will agree with the trust fund's information reports of these 
items of income and expense. Moreover, these information reports, even if       
otherwise accepted as accurate by the IRS, will in any event be accurate only as
to the initial certificateholders that bought their certificates at the         
representative initial offering price used in preparing the reports.            

Except as disclosed in the related prospectus supplement, the 
responsibility for complying with the foregoing reporting rules will be borne by
the master servicer or the trustee.                                             

Backup Withholding. In general, the rules described in        
"--REMICS--Backup Withholding with Respect to REMIC Certificates" will also     
apply to Grantor Trust Certificates.                                            

     Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "REMICS--Foreign Investors in REMIC Certificates"       
applies to Grantor Trust Certificates except that Grantor Trust Certificates    
will, except as disclosed in the related prospectus supplement, be eligible for 
exemption from U.S. withholding tax, subject to the conditions described in the 
discussion, only to the                                                         

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extent the related mortgage loans were originated after July 18, 1984 and only  
to the extent such mortgage loans have not been converted to real property.     

     To the extent that interest on a Grantor Trust Certificate would be
exempt under Sections 871(h)(1) and 881(c) of the Code from United States       
withholding tax, and the Grantor Trust Certificate is not held in connection    
with a certificateholder's trade or business in the United States, the Grantor  
Trust Certificate will not be subject to United States estate taxes in the      
estate of a non-resident alien individual.                                      

PARTNERSHIP TRUST FUNDS                                                         

        Classification of Partnership Trust Funds. With respect to each series
of Partnership Certificates, counsel to the depositor will provide its opinion  
that the trust fund will not be a taxable mortgage pool or an association, or   
publicly traded partnership, taxable as a corporation for federal income tax    
purposes. This opinion will be based on the assumption that the terms of the    
related pooling and servicing agreement and related documents will be complied  
with, and on counsel's conclusions that the nature of the income of the trust   
fund will exempt it from the rule that certain publicly traded partnerships are 
taxable as corporations.                                                        

        If the trust fund were taxable as a corporation for federal income tax
purposes, the trust fund would be subject to corporate income tax on its taxable
income. The trust fund's taxable income would include all its income on the     
related mortgage loans, possibly reduced by its interest expense on any         
outstanding debt securities. Any corporate income tax could materially reduce   
cash available to make distributions on the Partnership Certificates and        
certificateholders could be liable for any tax that is unpaid by the trust fund.

  Characterization of Investments in Partnership Certificates. For
federal income tax purposes,                                                    

      (1) Partnership Certificates held by a thrift institution taxed as a
domestic building and loan association will not constitute "loans . . . secured 
by an interest in real property" within the meaning of Code Section             
7701(a)(19)(C)(v);                                                              

     (2) Partnership Certificates held by a real estate investment trust
will constitute real estate assets within the meaning of Code Section           
856(c)(4)(A) and interest on Partnership Certificates will be treated as        
"interest on obligations secured by mortgages on real property or on interests  
in real property" within the meaning of Code Section 856(c)(3)(B), based on the 
real estate investments trust's proportionate interest in the assets of the     
Partnership trust fund based on capital accounts; and                           

     (3) Partnership Certificates held by a regulated investment company
will not constitute Government securities within the meaning of Code Section    
851(b)(3)(A)(i).                                                                

TAXATION OF OWNERS OF PARTNERSHIP CERTIFICATES                                  

        Treatment of the Partnership trust fund as a Partnership. If specified
in the prospectus supplement, the depositor will agree, and the                 
certificateholders will agree by their purchase of Certificates, to treat the   
Partnership trust fund as a partnership for purposes of federal and state income
tax, franchise tax and any other tax measured in whole or in part by income,    
with the assets of the partnership being the assets held by the Partnership     
trust fund, the partners of the partnership being the certificateholders,       
including the depositor. However, the proper characterization of the arrangement
involving the Partnership trust fund, the Partnership Certificates and the      
depositor is not clear, because there is no authority on transactions closely   
comparable to that contemplated in the prospectus.                              

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       A variety of alternative characterizations are possible. For example,
because one or more of the classes of Partnership Certificates have certain     
features characteristic of debt, the Partnership Certificates might be          
considered debt of the depositor or the Partnership trust fund. Any alternative 
characterization would not result in materially adverse tax consequences to     
Certificateholders as compared to the consequences from treatment of the        
Partnership Certificates as equity in a partnership. The following discussion   
assumes that the Partnership Certificates represent equity interests in a       
partnership.                                                                    

         Partnership Taxation. As a partnership, the Partnership trust fund will
not be subject to federal income tax. Rather, each Certificateholder will be    
required to separately take into account the holder's allocated share of income,
gains, losses, deductions and credits of the Partnership trust fund. It is      
anticipated that the Partnership trust fund's income will consist primarily of  
interest earned on the mortgage loans, including appropriate adjustments for    
market discount, original issue discount and bond premium, as described above   
under "--Grantor Trust Funds--Taxation of Owners of Grantor Trust Fractional    
Interest Certificates --If Stripped Bond Ruled Do Not Apply", "--Market         
Discount" and "--Premium", and any gain upon collection or disposition of       
mortgage loans. The Partnership trust fund's deductions will consist primarily  
of interest accruing with respect to any outstanding debt securities, servicing 
and other fees, and losses or deductions upon collection or disposition of any  
outstanding debt securities.                                                    

 The tax items of a partnership are allocable to the partners in
accordance with the Code, Treasury regulations and the partnership agreement,   
which will include a pooling and servicing agreement and related documents. The 
pooling and servicing agreement will provide, in general, that the              
Certificateholders will be allocated taxable income of the Partnership trust    
fund for each due period equal to the sum of (1) the interest that accrues on   
the Partnership Certificates in accordance with their terms for the due period, 
including interest accruing at the applicable pass-through rate for the due     
period and interest on amounts previously due on the Partnership Certificates   
but not yet distributed; (2) any Partnership trust fund income attributable to  
discount on the mortgage loans that corresponds to any excess of the principal  
amount of the Partnership Certificates over their initial issue price; and (3)  
any other amounts of income payable to the certificateholders for the due       
period. The allocation will be reduced by any amortization by the Partnership   
trust fund of premium on mortgage loans that corresponds to any excess of the   
issue price of Partnership Certificates over their principal amount. All        
remaining taxable income of the Partnership trust fund will be allocated to the 
depositor. Based on the economic arrangement of the parties, this approach for  
allocating Partnership trust fund income should be permissible under applicable 
Treasury regulations, although no assurance can be given that the IRS would not 
require a greater amount of income to be allocated to certificateholders.       
Moreover, even under that method of allocation, certificateholders may be       
allocated income equal to the entire pass-through rate plus the other items     
described under that method even though the trust fund might not have sufficient
cash to make current cash distributions of these amounts. Thus, cash basis      
holders will in effect be required to report income from the Partnership        
Certificates on the accrual basis and certificateholders may become liable for  
taxes on Partnership trust fund income even if they have not received cash from 
the Partnership trust fund to pay these taxes.                                  

      All of the taxable income allocated to a certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity,    
including an individual retirement account, will constitute unrelated business  
taxable income generally taxable to that holder under the Code.                 

      A share of expenses of the Partnership trust fund, including fees of
the master servicer but not interest expense, allocable to an individual, estate
or trust certificateholder would be miscellaneous itemized deductions subject to
the limitations described above under "--Grantor trust funds--Taxation of Owners
of Grantor Trust Fractional Interest Certificates." Accordingly, deductions for 
these expenses                                                                  

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might be disallowed to the individual in whole or in part and might result in   
that holder being taxed on an amount of income that exceeds the amount of cash  
actually distributed to the holder over the life of the Partnership trust fund. 

       Discount income or premium amortization with respect to each mortgage
loan would be calculated in a manner similar to the description under "--Grantor
trust funds--Taxation of Owners of Grantor Trust Fractional Interest            
Certificates -- If Stripped Bond Rules Do Not Apply." Notwithstanding this      
description, it is intended that the Partnership trust fund will make all tax   
calculations relating to income and allocations to certificateholders on an     
aggregate basis for all mortgage loans held by the Partnership trust fund rather
than on a mortgage loan-by-mortgage loan basis. If the IRS were to require that 
these calculations be made separately for each mortgage loan, the Partnership   
trust fund might be required to incur additional expense, but it is believed    
that there would not be a material adverse effect on certificateholders.        

    Discount And Premium. Unless indicated otherwise in the applicable
prospectus supplement, it is not anticipated that the mortgage loans will have  
been issued with original issue discount and, therefore, the Partnership trust  
fund should not have original issue discount income. However, the purchase price
paid by the Partnership trust fund for the mortgage loans may be greater or less
than the remaining principal balance of the mortgage loans at the time of       
purchase. If so, the mortgage loans will have been acquired at a premium or     
discount, as the case may be. See "--Grantor trust funds--Taxation of Owners of 
Grantor Trust Fractional Interest Certificates--Market Discount" and "Premium." 
As stated in the previous paragraph, the Partnership trust fund intends to make 
any calculation of original issue discount on an aggregate basis, but might be  
required to recompute it on a mortgage loan-by-mortgage loan basis.             

       If the Partnership trust fund acquires the mortgage loans at a market
discount or premium, the Partnership trust fund will elect to include any       
discount in income currently as it accrues over the life of the mortgage loans  
or to offset any premium against interest income on the mortgage loans. As      
stated in the second preceding paragraph, a portion of the market discount      
income or premium deduction may be allocated to certificateholders.             

         Section 708 Termination. Under Section 708 of the Code, the Partnership
trust fund will be deemed to terminate for federal income tax purposes if 50% or
more of the capital and profits interests in the Partnership trust fund are sold
or exchanged within a 12-month period. A 50% or greater transfer would cause a  
deemed contribution of the assets of a Partnership trust fund, the old          
partnership, to a new Partnership trust fund, the new partnership, in exchange  
for interests in the new partnership. These interests would be deemed           
distributed to the partners of the old partnership in liquidation thereof, which
would not constitute a sale or exchange.                                        

      Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of Partnership Certificates in an amount equal to the      
difference between the amount realized and the seller's tax basis in the        
Partnership Certificates sold. A certificateholder's tax basis in an Partnership
Certificate will generally equal the holder's cost increased by the holder's    
share of Partnership trust fund income includible in income and decreased by any
distributions received with respect to the Partnership Certificate. In addition,
both the tax basis in the Partnership Certificates and the amount realized on a 
sale of an Partnership Certificate would include the holder's share of any      
liabilities of the Partnership trust fund. A holder acquiring Partnership       
Certificates at different prices may be required to maintain a single aggregate 
adjusted tax basis in such Partnership Certificates, and, upon sale or other    
disposition of some of the Partnership Certificates, allocate a portion of the  
aggregate tax basis to the Partnership Certificates sold, rather than           
maintaining a separate tax basis in each Partnership Certificate for purposes of
computing gain or loss on a sale of that Partnership Certificate.               

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        Any gain on the sale of an Partnership Certificate attributable to the
holder's share of unrecognized accrued market discount on the mortgage loans    
would generally be treated as ordinary income to the holder and would give rise 
to special tax reporting requirements. The Partnership trust fund does not      
expect to have any other assets that would give rise to such special reporting  
considerations. Thus, to avoid those special reporting requirements, the        
Partnership trust fund will elect to include market discount in income as it    
accrues.                                                                        

        If a certificateholder is required to recognize an aggregate amount of
income, not including income attributable to disallowed itemized deductions,    
over the life of the Partnership Certificates that exceeds the aggregate cash   
distributions with respect thereto, the excess will generally give rise to a    
capital loss upon the retirement of the Partnership Certificates.               

  Allocations Between Transferors And Transferees. In general, the
Partnership trust fund's taxable income and losses will be determined each due  
period and the tax items for a particular due period will be apportioned among  
the certificateholders in proportion to the principal amount of Partnership     
Certificates owned by them as of the close of the last day of such due period.  
As a result, a holder purchasing Partnership Certificates may be allocated tax  
items which will affect its tax liability and tax basis attributable to periods 
before the actual transaction.                                                  

     The use of a due period convention may not be permitted by existing
regulations. If a due period convention is not allowed or only applies to       
transfers of less than all of the partner's interest, taxable income or losses  
of the Partnership trust fund might be reallocated among the certificateholders.
The depositor will be authorized to revise the Partnership trust fund's method  
of allocation between transferors and transferees to conform to a method        
permitted by future regulations.                                                

 Section 731 Distributions. In the case of any distribution to a
certificateholder, no gain will be recognized to that certificateholder to the  
extent that the amount of any money distributed with respect to the Partnership 
Certificate exceeds the adjusted basis of the certificateholder s interest in   
the Partnership Certificate. To the extent that the amount of money distributed 
exceeds the certificateholder s adjusted basis, gain will be currently          
recognized. In the case of any distribution to a certificateholder, no loss will
be recognized except upon a distribution in liquidation of a certificateholder's
interest. Any gain or loss recognized by a certificateholder will be capital    
gain or loss.                                                                   

       Section 754 Election. In the event that a certificateholder sells its
Partnership Certificates at a profit, the purchasing certificateholder will have
a higher basis in the Partnership Certificates than the selling                 
certificateholder had. An opposite result will follow if the Partnership        
Certificate is sold at a loss. The tax basis of the Partnership trust fund's    
assets would not be adjusted to reflect that higher or lower basis unless the   
Partnership trust fund were to file an election under Section 754 of the Code.  
In order to avoid the administrative complexities that would be involved in     
keeping accurate accounting records, as well as potentially onerous information 
reporting requirements, the Partnership trust fund will not make such election. 
As a result, a certificateholder might be allocated a greater or lesser amount  
of Partnership trust fund income than would be appropriate based on their own   
purchase price for Partnership Certificates.                                    

      The American Jobs Creation Act of 2004 added a provision to the Code
that would require a partnership with a "substantial built-in loss" immediately 
after a transfer of a partner's interest in such partnership to make the types  
of basis adjustments that would be required if an election under Section 754 of 
the Code were in effect. This new provision does not apply to a "securitization 
partnership." The applicable prospectus supplement will address whether any     
partnership in which a security represents an interest will constitute a        
securitization partnership for this purpose.                                    

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      Administrative Matters. The trustee is required to keep or have kept
complete and accurate books of the Partnership trust fund. Such books will be   
maintained for financial reporting and tax purposes on an accrual basis and the 
fiscal year of the Partnership trust fund will be the calendar year. The trustee
will file a partnership information return, IRS Form 1065, with the IRS for each
taxable year of the Partnership trust fund and will report each                 
certificateholder s allocable share of items of Partnership trust fund income   
and expense to holders and the IRS on Schedule K-1. The trustee will provide the
Schedule K-1 information to nominees that fail to provide the Partnership trust 
fund with the information statement described below and the nominees will be    
required to forward this information to the beneficial owners of the Partnership
Certificates. Generally, holders must file tax returns that are consistent with 
the information return filed by the Partnership trust fund or be subject to     
penalties unless the holder notifies the IRS of all such inconsistencies.       

   Under Section 6031 of the Code, any person that holds Partnership
Certificates as a nominee at any time during a calendar year is required to     
furnish the Partnership trust fund with a statement containing information on   
the nominee, the beneficial owners and the Partnership Certificates so held.    
Such information includes (1) the name, address and taxpayer identification     
number of the nominee and (2) as to each beneficial owner (x) the name, address 
and identification number of that person, (y) whether that person is a United   
States Person, a tax-exempt entity or a foreign government, an international    
organization, or any wholly-owned agency or instrumentality of either of the    
foregoing, and (z) information relating to Partnership Certificates that were   
held, bought or sold on behalf of that person throughout the year. In addition, 
brokers and financial institutions that hold Partnership Certificates through a 
nominee are required to furnish directly to the trustee information as to       
themselves and their ownership of Partnership Certificates. A clearing agency   
registered under Section 17A of the Exchange Act is not required to furnish any 
information statement to the Partnership trust fund. The information referred to
above for any calendar year must be furnished to the Partnership trust fund on  
or before the following January 31. Nominees, brokers and financial institutions
that fail to provide the Partnership trust fund with the information described  
above may be subject to penalties.                                              

    The depositor will be designated as the tax matters partner in the
pooling and servicing agreement and will be responsible for representing the    
certificateholders in any dispute with the IRS. The Code provides for           
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of limitations for       
partnership items does not expire until three years after the date on which the 
partnership information return is filed. Any adverse determination following an 
audit of the return of the Partnership trust fund by the appropriate taxing     
authorities could result in an adjustment of the returns of the                 
certificateholders, and a certificateholder may be precluded from separately    
litigating a proposed adjustment to the items of the Partnership trust fund. An 
adjustment could also result in an audit of a certificateholder's returns and   
adjustments of items not related to the income and losses of the Partnership    
trust fund.                                                                     

         Tax Consequences to Foreign Certificateholders. It is not clear whether
the Partnership trust fund would be considered to be engaged in a trade or      
business in the United States for purposes of federal withholding taxes with    
respect to non-United States Persons, because there is no clear authority       
dealing with that issue under facts substantially similar to those in this case.
Although it is not expected that the Partnership trust fund would be engaged in 
a trade or business in the United States for these purposes, the Partnership    
trust fund will withhold as if it were so engaged in order to protect the       
Partnership trust fund from possible adverse consequences of a failure to       
withhold. The Partnership trust fund expects to withhold on the portion of its  
taxable income that is allocable to foreign certificateholders pursuant to      
Section 1446 of the Code as if this income were effectively connected to a U.S. 
trade or business, at a rate of 35% for foreign holders that are taxable as     
corporations and 39.6% for all other foreign holders. Amounts withheld will be  
deemed distributed to the foreign certificateholders. Subsequent adoption of    

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Treasury regulations or the issuance of other administrative pronouncements may 
require the Partnership trust fund to change its withholding procedures. In     
determining a holder's withholding status, the Partnership trust fund may rely  
on IRS Form W-8BEN, IRS Form W-9 or the holder s certification of nonforeign    
status signed under penalties of perjury.                                       

    Each foreign holder might be required to file a U.S. individual or
corporate income tax return, including, in the case of a corporation, the branch
profits tax, on its share of the Partnership trust fund's income. Each foreign  
holder must obtain a taxpayer identification number from the IRS and submit that
number to the Partnership trust fund on Form W-8 in order to assure appropriate 
crediting of the taxes withheld. A foreign holder generally would be entitled to
file with the IRS a claim for refund with respect to taxes withheld by the      
Partnership trust fund, taking the position that no taxes were due because the  
Partnership trust fund was not engaged in a U.S. trade or business. However,    
interest payments made or accrued to a certificateholder who is a foreign person
generally will be considered guaranteed payments to the extent such payments are
determined without regard to the income of the Partnership trust fund. If these 
interest payments are properly characterized as guaranteed payments, then the   
interest will not be considered portfolio interest. As a result,                
certificateholders who are foreign persons will be subject to United States     
federal income tax and withholding tax at a rate of 30 percent, unless reduced  
or eliminated pursuant to an applicable treaty. In that event, a foreign holder 
would only be entitled to claim a refund for that portion of the taxes in excess
of the taxes that should be withheld with respect to the guaranteed payments.   

        Backup Withholding. Distributions made on the Partnership Certificates
and proceeds from the sale of the Partnership Certificates will be subject to a 
backup withholding tax if the certificateholder fails to comply with certain    
identification procedures, unless the holder is an exempt recipient under       
applicable provisions of the Code.                                              

TAX RETURN DISCLOSURE AND INVESTOR LIST REQUIREMENTS                            

         Recent Treasury pronouncements directed at abusive tax shelter activity
appear to apply to transactions not conventionally regarded as tax shelters.    
Temporary and proposed regulations require taxpayers to report certain          
disclosures on IRS form 8886 if they participate in a "reportable transaction." 
Organizers and sellers of the transaction are required to maintain records      
including investor lists containing identifying information and to furnish those
records to the IRS upon demand. A transaction may be a "reportable transaction" 
based upon any of several indicia, including the existence of book-tax          
differences common to financial transactions, one or more of which may be       
present with respect to your investment in the Certificates. There are pending  
in the Congress legislative proposals that, if enacted, would impose significant
penalties for failure to comply with these disclosure requirements. Investors   
should consult their own tax advisers concerning any possible disclosure        
obligation with respect to their investment, and should be aware that the       
depositor and other participants in the transaction intend to comply with such  
disclosure and investor list maintenance requirements as they determine apply to
them with respect to this transaction.                                          

        It is suggested that prospective purchasers consult their tax advisors
with respect to the tax consequences to them of the purchase, ownership and     
disposition of REMIC Certificates, notes, Grantor Trust Certificates and        
Partnership Certificates, including the tax consequences under state, local,    
foreign and other tax laws and the possible effects of changes in federal or    
other tax laws.                                                                 

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STATE AND OTHER TAX CONSEQUENCES

 In addition to the federal income tax consequences described in
"Federal Income Tax Consequences", potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of the
securities offered hereunder. State tax law may differ substantially from the   
corresponding federal tax law, and the discussion described under "Federal      
Income Tax Consequences" does not purport to describe any aspect of the tax laws
of any state or other jurisdiction. Therefore, prospective investors should     
consult their own tax advisors with respect to the various tax consequences of  
investments in the securities offered hereunder.                                

 CONSIDERATIONS FOR BENEFIT PLAN INVESTORS

INVESTORS AFFECTED                                                              

     A federal law called the Employee Retirement Income Security Act of
1974, as amended, the Code and a variety of state laws may affect your decision 
whether to invest in the securities if you are investing for:                   

o        a pension or other employee benefit plan of employers in the private   
sector that is regulated under ERISA, referred to as an ERISA plan,             

o        an individual retirement account or annuity, called an IRA, or a       
pension or other benefit plan for self-employed individuals, called a Keogh     
plan,                                                                           

o        a pension and other benefit plan for the employees of state and local  
governments, called a government plan, or                                       

o        an insurance company general or separate account, a bank collective    
investment fund or other pooled investment vehicle which includes the assets of 
ERISA plans, IRAs, Keogh plans, and/or government plans.                        

A summary of the effects of those laws follows.               

FIDUCIARY STANDARDS FOR ERISA PLANS AND RELATED INVESTMENT VEHICLES             

ERISA imposes standards of fiduciary conduct on those who are 
responsible for operating ERISA plans or investing their assets. These standards
include requirements that fiduciaries act prudently in making investment        
decisions and diversify investments so as to avoid large losses unless under the
circumstances it is clearly prudent not to do so. If you are a fiduciary of an  
ERISA plan, you are subject to these standards in deciding whether to invest the
ERISA plan's assets in securities. You may find the full text of the applicable 
standards of fiduciary conduct in section 404 of ERISA. If you are a fiduciary  
of an ERISA Plan, you should consult with your advisors concerning your         
investment decision in the context of section 404 of ERISA.                     

PROHIBITED TRANSACTION ISSUES FOR ERISA PLANS, KEOGH PLANS, IRAS AND RELATED    
INVESTMENT VEHICLES                                                             

      General. Transactions involving the assets of an ERISA plan, a Keogh
plan or an IRA, called prohibited transactions, may result in the imposition of 
excise taxes and, in the case of an ERISA plan, civil money penalties and       
certain other extraordinary remedies. A prohibited transaction occurs when a    
person with a pre-existing relationship to an ERISA plan, a Keogh plan or IRA,  
known as a party in                                                             

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interest or a disqualified person, engages in a transaction involving the assets
of the plan or IRA. You may find the laws applicable to prohibited transactions 
in section 406 of ERISA and section 4975 of the Code. There are statutory and   
regulatory prohibited transaction exemptions, as well as administrative         
exemptions granted by the United States Department of Labor referred to as the  
DOL. Prohibited transactions exemptions waive the excise taxes, civil money     
penalties and other remedies for certain prohibited transactions which are      
structured to satisfy prescribed conditions.                                    

         Purchase and Sale of Securities. If an ERISA plan, a Keogh plan, an IRA
or a related investment vehicle acquires securities from, or sells securities   
to, a party in interest or a disqualified person, a prohibited transaction may  
occur. In such a case, the party in interest or disqualified person might be    
liable for excise taxes unless a prohibited transaction exemption is available. 
Where a prohibited transaction involves an ERISA plan or related investment     
vehicle, the fiduciary who causes or permits the prohibited transaction may also
be liable for civil money penalties.                                            

     Transactions Incidental to the Operation of the Trust. Transactions
involving the assets of a trust may also give rise to prohibited transactions to
the extent that an investment in securities causes the assets of the trust to be
considered assets, commonly known as plan assets, of an ERISA plan, a Keogh     
plan, an IRA or a related investment vehicle. Whether an investment in          
securities will cause a trust's assets to be treated as plan assets depends on  
whether the securities are debt or equity investments for purposes of ERISA. The
DOL has issued regulations, commonly known as the plan asset regulations, which 
define debt and equity investments. The plan asset regulations appear at 29     
C.F.R. ss.2510.3-101.                                                           

     Under the plan asset regulations, a trust's assets will not be plan
assets of an ERISA plan, Keogh plan, IRA or related investment vehicle that     
purchases securities if the securities are considered debt. For this purpose,   
the securities will be debt only if they are treated as indebtedness under      
applicable local law and do not have any substantial equity features. The term  
substantial equity features has no definition under the plan asset regulations. 
In the absence of such a definition, we cannot assure you that the securities,  
either when they are issued or at any later date, will have no substantial      
equity features. The prospectus supplement for a particular offering of         
securities may tell you whether we believe the securities are debt for ERISA    
purposes.                                                                       

       To the extent that the securities do not constitute debt for purposes
of ERISA, they will constitute equity investments. In this case, an ERISA plan, 
Keogh plan, IRA or related investment vehicle that acquires securities would    
also acquire an undivided interest in each asset of the trust unless (1) the    
trust is an operating company or a venture capital operating company as defined 
in the plan asset regulations, (2) the securities are publicly offered          
securities as defined in the plan asset regulations, or (3) benefit plan        
investors as defined in the plan asset regulations do not own 25% or more of the
securities or any other class of equity security issued by the trust. If the    
securities may be treated as an equity investment under the plan asset          
regulations, the prospectus supplement may tell you whether we believe any of   
these exceptions will apply.                                                    

POSSIBLE EXEMPTIVE RELIEF                                                       

The DOL has issued prohibited transaction exemptions, which   
conditionally waive excise taxes and civil money penalties that might otherwise 
apply to a type of transactions.                                                

   Class Exemptions. The DOL has issued Prohibited Transaction Class
Exemptions, or PTCEs, which provide that exemptive relief is available to any   
party to any transaction which satisfies the conditions of the exemption. A     
partial listing of the PTCEs which may be available for investments in          
securities follows. Each of these exemptions is available only if specified     
conditions are satisfied and                                                    

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may provide relief for some, but not all, of the prohibited transactions that a 
particular transaction may cause. The prospectus supplement for a particular    
offering of securities may tell you whether the securities themselves satisfy   
the conditions of these exemptions. You should consult with your advisors       
regarding the specific scope, terms and conditions of an exemption as it applies
to you, as an investor, before relying on that exemption's availability.        

       Class Exemptions For Purchases And Sales of Securities. The following
exemptions may apply to a purchase or sale of securities between an ERISA plan, 
a Keogh plan, an IRA or related investment vehicle, on the one hand, and a party
in interest or disqualified person, on the other hand:                          

o        PTCE 84-14, which exempts certain transactions approved on behalf of   
the plan by a qualified professional asset manager, or QPAM.                    

o        PTCE 86-128, which exempts certain transactions between a plans and    
certain broker-dealers.                                                         

o        PTCE 90-1, which exempts certain transactions entered into by insurance
company pooled separate accounts in which plans have made investments.          

o        PTCE 91-38, which exempts certain transactions entered into by bank    
collective investment funds in which plans have made investments.               

o        PTCE 95-60, which exempts certain transactions entered into by         
insurance company general accounts.                                             

o        PTCE 96-23, which exempts certain transaction approved on behalf of a  
plan by an in-house investment manager, or INHAM.                               

        These exemptions do not expressly address prohibited transactions that
might result from transactions incidental to the operation of a trust. We cannot
assure you that a purchase or sale of securities in reliance on one of these    
exemptions will not give rise to indirect, non-exempt prohibited transactions.  

         Class Exemptions For Purchases And Sales of Securities And Transactions
Incidental to The Operation of The Trust. The following exemptions may apply to 
a purchase or sale of securities between an ERISA plan, a Keogh plan, an IRA or 
related investment vehicle, on the one hand, and a party in interest or         
disqualified person, on the other hand, and may also apply to prohibited        
transactions that may result from transactions incident to the operation of the 
trust                                                                           

o        PTCE 95-60, which exempts certain transactions involving insurance     
company general accounts.                                                       

o        PTCE 83-1, which exempts certain transactions involving the purchase of
pass-through certificates in mortgage pool investment trusts from, and the sale 
of such certificates to, the pool sponsor, as well as transactions in connection
with the servicing and operation of the pool.                                   

         Administrative Exemption For Offerings Managed by Certain Underwriters.
The DOL has also issued exemptions to several underwriters of securities, for   
specific offerings in which that underwriter or any person directly or          
indirectly, through one or more intermediaries, controlling, controlled by or   
under common control with that underwrite is an underwriter, placement agent or 
a manager or co-manager of the underwriting syndicate or selling group where the
trust and the offered certificates meet specified conditions. This is called the
Underwriters' Exemption. Amendments to the Underwriters' Exemption may be found 
at 62 Fed. Reg. 39021 (July 21, 1997) and 65 Fed. Reg. 67765 (November 13, 2000)
and                                                                             

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67 Fed. Reg. 54487 (August 22, 2002). The Underwriters' Exemption, as amended,  
provides a partial exemption for transactions involving certificates            
representing a beneficial interest in a trust and entitling the holder to       
pass-through payments of principal, interest and/or other payments with respect 
to the trust's assets or a debt instrument issued by the trust. These           
certificates and debt instruments are referred to in this prospectus as         
"securities." When applicable, the Underwriters' Exemption applies to the       
initial purchase, holding and subsequent resale of securities, and certain      
transactions incidental to the servicing and operation of the assets of such a  
trust.                                                                          

        In order for the Underwriters' Exemption to be available to a purchase
of securities, the trust's assets must consist solely of certain types of       
assets, including obligations that bear interest or are purchased at a discount 
and which are secured by single-family residential, multi-family residential and
commercial property (including certain obligations secured by leasehold         
interests on commercial property); fractional undivided interests in any of     
these obligations; property which had secured any of these obligations;         
undistributed cash; rights under any insurance policies, third-party guarantees,
contracts of suretyship or other credit support arrangements, including certain 
swaps and yield maintenance agreements, with respect to any of the these        
obligations; and a pre-funding account.                                         

Conditions For Pre-Funding Accounts. If the trust includes a  
pre-funding account, the following conditions also apply:                       

o        The ratio of the amount allocated to the pre-funding account to the    
total principal amount of the securities being offered must be less than or     
equal to 25%.                                                                   

o        All additional obligations transferred to the trust after the closing  
date of the offering of securities must meet the same terms and conditions of   
eligibility for inclusion in the trust as the obligations placed in the trust at
or prior to the closing date, and these terms and conditions must have been     
approved by Standard & Poor's Ratings Services, a division of the McGraw-Hill   
Companies, Inc., Moody's Investors Service, Inc. or Fitch Ratings, called the   
Exemption Rating Agencies. These terms and conditions may be changed if the     
changes receive prior approval of either an Exemption Rating Agency or a        
majority vote of outstanding certificateholders.                                

o        After the transfer of additional obligations to the trust, the         
securities must have a credit rating from one of the Exemption Rating Agencies  
at least a high as the rating assigned at the time of the initial issuance of   
the securities.                                                                 

o        The use of pre-funding does not, in and of itself, cause a reduction of
100 basis points or more in the weighted average annual percentage interest rate
of all of the obligations included in the trust between the time of initial     
issuance of the securities and the end of the pre-funding period.               

o        Either the characteristics of the obligations added to the trust during
the pre-funding period must be monitored by an independent insurer or other     
independent credit support provider, or an independent accountant must furnish a
letter, prepared using the same type of procedures as were applicable to the    
obligations which were transferred to the trust as of the closing date of the   
initial offering of securities, stating whether or not the characteristics of   
the additional obligations conform to the characteristics described in the      
prospectus or prospectus supplement.                                            

o        The pre-funding period must end no later than three months, or 90 days 
if later, after the closing date of the initial issuance of securities, or      
earlier in certain circumstances if the unused balance in the pre-funding       
account falls below a specified minimum level or an event of default occurs.    

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o        Amounts transferred to any pre-funding account and/or capitalized      
interest account used in connection with the pre-funding may be invested only in
investments which are described in the pooling and servicing agreement, are     
permitted by the Exemption Rating Agencies rating the securities and have been  
rated, or the obligor has been rated, in one of the three highest generic rating
categories by one of the Exemption Rating Agencies or else are either direct    
obligations of, or obligations fully guaranteed as to timely payment of         
principal and interest by, the United States or any agency or instrumentality   
thereof, provided that such obligations are backed by the full faith and credit 
of the United States.                                                           

o        The prospectus or prospectus supplement must describe the duration of  
the pre-funding period.                                                         

o        The trustee, or any agent with which the trustee contracts to provide  
trust services, must be a substantial financial institution or trust company    
experienced in trust activities and familiar with its duties, responsibilities  
and liabilities with ERISA and the trustee, as legal owner of the assets of the 
trust, must enforce all the rights created in favor of securityholders of the   
trust, including ERISA plans.                                                   

Additional Conditions for the Underwriters' Exemption. If the 
requirements applicable to the trust and pre-funding account are met, the       
Underwriters' Exemption will apply to a particular transaction only if the      
transaction meets the following additional conditions:                          

o        The acquisition of securities by an ERISA Plan, a Keogh Plan, an IRA or
a related investment vehicle is on terms, including price, that are at least as 
favorable to the buyer as they would be in an arm's-length transaction with an  
unrelated party.                                                                

o        The rights and interests evidenced by the securities acquired by the   
ERISA Plan, Keogh Plan, IRA or related investment vehicle are not subordinated  
to the rights and interests evidenced by other securities of the same trust     
unless none of the mortgage loans or other assets has a LTV that exceeds 100% as
of the date of the issuance of the securities.                                  

o        The securities acquired by the ERISA Plan, Keogh Plan, IRA or related  
investment vehicle have received a rating that is in one of four highest generic
rating categories from the Exemption Rating Agencies. The securities must be    
rated in one of the two highest generic categories by the exemption rating      
agencies if the LTV of any one-to four-family residential mortgage loan or home 
equity loan held in the trust exceeds 100% at the date of issuance of the       
securities. However, in that case the Underwriters' Exemption will not apply (a)
to any of the securities if (x) any mortgage loan or other asset held in the    
trust (other than a one- to four-family residential mortgage loan or home equity
loan) has a LTV that exceeds 100% at the date of issuance of the securities or  
(y) any one- to four- family residential mortgage loan or home equity has a LTV 
that exceeds 125% at the date of the issuance of the securities or (b) to any   
subordinate securities.                                                         

o        The trustee of the trust is not an affiliate of the trust sponsor, any 
servicer, any insurer, any swap counterparty or any obligor with respect to     
obligations or receivables constituting more than 5% of the aggregate           
unamortized principal balance of the assets in the trust, determined on the date
of initial issuance of securities, or any affiliate of any of these entities.   

o        The sum of all payments made to and retained by the underwriter(s) or  
selling agents must represent not more than reasonable compensation for         
underwriting the securities; the sum of all payments made to and retained by the
sponsor pursuant to the assignment of the assets to the trust must represent not
more than the fair market value of such obligations; and the sum of all payments
made to and retained by all servicers must represent not more than reasonable   
compensation for such persons' services and reimbursement of such person's      
reasonable expenses in connection with such services.                           

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o        The investing ERISA plan, Keogh plan, IRA or related investment vehicle
must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of  
the Commission under the Securities Act of 1933, as amended.                    

o        In the case of certain types of issuers, the pooling and servicing     
agreement or trust agreement contains restrictions necessary to ensure that the 
assets of the trust may not be reached by creditors of the depositor in the     
event of its bankruptcy or insolvency and prohibits all parties from filing an  
involuntary bankruptcy or insolvency petition against the trust, and a true sale
opinion is issued in connection with the transfer of assets to the trust.       

   The Underwriters' Exemption permits interest-rate swaps and yield
supplement agreements to be assets of a trust fund if certain conditions are    
satisfied. An interest-rate swap or (if purchased by or on behalf of the trust) 
an interest-rate cap contract (collectively, a "Swap" or "Swap Agreement") is a 
permitted trust fund asset if it: (a) is an "eligible Swap;" (b) is with an     
"eligible counterparty;" (c) is purchased by a "qualified plan investor;" (d)   
meets certain additional specific conditions which depend on whether the Swap is
a "ratings dependent Swap" or a "non-ratings dependent Swap" and (e) permits the
trust to make termination payments to the Swap counterparty (other than         
currently scheduled payments) solely from excess spread or amounts otherwise    
payable to the Servicer, Depositor or Seller.                                   

      An "eligible Swap" is one which: (a) is denominated in U.S. dollars;
(b) pursuant to which the trust pays or receives, on or immediately prior to the
respective payment or distribution date for the class of securities to which the
Swap relates, a fixed rate of interest or a floating rate of interest based on a
publicly available index (e.g., LIBOR or the U.S. Federal Reserve's Cost of     
Funds Index (COFI)), with the trust receiving such payments on at least a       
quarterly basis and obligated to make separate payments no more frequently than 
the counterparty, with all simultaneous payments being netted ("Allowable       
Interest Rate"); (c) has a notional amount that does not exceed either: (i) the 
principal balance of the class of securities to which the Swap relates, or (ii) 
the portion of the principal balance of such class represented by obligations   
("Allowable Notional Amount"); (d) is not leveraged (i.e., payments are based on
the applicable notional amount, the day count fractions, the fixed or floating  
rates permitted above, and the difference between the products thereof,         
calculated on a one-to-one ratio and not on a multiplier of such difference)    
("Leveraged"); (e) has a final termination date that is either the earlier of   
the date on which the issuer terminates or the related class of securities are  
fully repaid and (f) does not incorporate any provision which could cause a     
unilateral alteration in the interest rate requirements described above or the  
prohibition against leveraging.                                                 

        An "eligible counterparty" means a bank or other financial institution
which has a rating at the date of issuance of the securities, which is in one of
the three highest long term credit rating categories or one of the two highest  
short term credit rating categories, utilized by at least one of the Rating     
Agencies rating the securities; provided that, if a counterparty is relying on  
its short term rating to establish eligibility hereunder, such counterparty must
either have a long term rating in one of the three highest long term rating     
categories or not have a long term rating from the applicable Rating Agency.    

      A "qualified plan investor" is an ERISA plan, an IRA or a Keogh plan
where the decision to buy such class of securities is made on behalf of such    
plan entity by an independent fiduciary qualified to understand the Swap        
transaction and the effect the Swap would have on the rating of the securities  
and such fiduciary is either (a) a "qualified professional asset manager"       
("QPAM") under Prohibited Transaction Class Exemption ("PTCE") 84-14, (b) an    
"in-house asset manager" under PTCE 96-23 or (c) has total assets (both plan and
plan) under management of at least $100 million at the time the securities are  
acquired by the plan entity.                                                    

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         In "ratings dependent Swaps" (where the rating of a class of securities
is dependent on the terms and conditions of the Swap), the Swap Agreement must  
provide that if the credit rating of the counterparty is withdrawn or reduced by
any Rating Agency below a level specified by the Rating Agency, the servicer    
must, within the period specified under the Pooling and Servicing Agreement: (a)
obtain a replacement Swap Agreement with an eligible counterparty which is      
acceptable to the Rating Agency and the terms of which are substantially the    
same as the current Swap Agreement (at which time the earlier Swap Agreement    
must terminate); or (b) cause the Swap counterparty to establish any            
collateralization or other arrangement satisfactory to the Rating Agency such   
that the then current rating by the Rating Agency of the particular class of    
securities will not be withdrawn or reduced (and the terms of the Swap Agreement
must specifically obligate the counterparty to perform these duties for any     
class of securities with a term of more than one year). In the event that the   
servicer fails to meet these obligations, holders of the securities that are    
employee benefit plans or other retirement arrangements must be notified in the 
immediately following periodic report which is provided to the holders of the   
securities but in no event later than the end of the second month beginning     
after the date of such failure. Sixty days after the receipt of such report, the
exemptive relief provided under the Underwriters' Exemption will prospectively  
cease to be applicable to any class of securities held by an employee benefit   
plan or other retirement arrangement which involves such ratings dependent Swap.

         "Non-ratings dependent Swaps" (those where the rating of the securities
does not depend on the terms and conditions of the Swap) are subject to the     
following conditions. If the credit rating of the counterparty is withdrawn or  
reduced below the lowest level permitted above, the servicer will, within a     
specified period after such rating withdrawal or reduction: (a) obtain a        
replacement Swap Agreement with an eligible counterparty, the terms of which are
substantially the same as the current Swap Agreement (at which time the earlier 
Swap Agreement must terminate); (b) cause the counterparty to post collateral   
with the trust in an amount equal to all payments owed by the counterparty if   
the Swap transaction were terminated; or (c) terminate the Swap Agreement in    
accordance with its terms.                                                      

  An "eligible yield supplement agreement" is any yield supplement
agreement or similar arrangement or (if purchased by or on behalf of the trust) 
an interest rate cap contract to supplement the interest rates otherwise payable
on obligations held by the trust fund ("EYS Agreement"). If the EYS Agreement   
has a notional principal amount and/or is written on an International Swaps and 
Derivatives Association, Inc. (ISDA) form, the EYS Agreement may only be held as
an asset of the trust fund if it meets the following conditions: (a) it is      
denominated in U.S. dollars; (b) it pays an Allowable Interest Rate; (c) it is  
not Leveraged; (d) it does not allow any of these three preceding requirements  
to be unilaterally altered without the consent of the trustee; (e) it is entered
into between the trust and an eligible counterparty and (f) it has an Allowable 
Notional Amount.                                                                

       Limits on Scope of The Underwriters' Exemption. The
Underwriters' Exemption will not provide complete exemptive relief even where a 
trust satisfies all of the conditions applicable to the trust and all of the    
general conditions are met. It does not provide relief for the purchase of      
securities from, or the sale of securities to, a party in interest or           
disqualified person where the party in interest or disqualified person is a     
fiduciary of the purchaser or seller in which the fiduciary receives            
consideration for its personal account from any party other than the purchaser  
or the seller.                                                                  

        The Underwriters' Exemption also will not provide exemptive relief for
the purchase and holding of securities by a fiduciary on behalf of a plan       
sponsored by the trust's sponsor, the trustee, any insurer, any servicer, any   
obligor with respect to obligations or receivables included in the trust        
constituting more than 5% of the aggregate unamortized principal balance of the 
assets in the trust, determined on the date of initial issuance of the          
securities, and any affiliate of any of these entities. The Underwriters'       
Exemption generally provides exemptive relief in other cases for the purchase of
securities from, or the                                                         

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sale of securities to, a party in interest or disqualified person where the     
party in interest or disqualified person is a fiduciary of the purchaser or     
seller and is also an obligor with respect to 5% or less of the fair market     
value of obligations or receivables contained in the trust or an affiliate only 
when the following additional conditions are met:                               

o        The purchaser or seller is not an ERISA plan, an IRA or a Keogh plan   
that is sponsored by an underwriter or selling agent, a trust's sponsor, the    
trustee, any insurer, any servicer or any obligor with respect to obligations or
receivables included in the trust constituting more than 5% of the aggregate    
unamortized principal balance of the assets in the trust, determined on the date
of initial issuance of the securities, or any affiliate of any of these         
entities.                                                                       

o        Solely in the case of initial issuance of securities, at least 50% of  
each class of securities issued by the trust is acquired by persons independent 
of the underwriters or selling agents, the trust's sponsor, the trustee, any    
insurer, any servicer, any obligor with respect to obligations or receivables   
included in the trust constituting more than 5% of the aggregate unamortized    
principal balance of the assets in the trust, determined on the date of initial 
issuance of the securities, and any affiliate of any of these entities.         

o        The purchaser's investment in each class of securities issued by the   
trust does not exceed 25% of all of the securities in such class outstanding at 
the time of the issuance.                                                       

o        Immediately after the acquisition, no more than 25% of the purchaser's 
assets are invested in securities issued by trusts containing assets sold or    
serviced by an entity that has discretionary authority or over the purchaser or 
renders investment advice to the purchaser for a fee.                           

 The Underwriters' Exemption provides relief for transactions in
connection with the servicing, operation and management of a trust only if:     

o        The transactions are carried out in accordance with the terms of a     
binding pooling and servicing agreement.                                        

o        The pooling and servicing agreement is provided to, or fully described 
in the prospectus or offering memorandum provided to, investing ERISA plans,    
Keogh plans, IRAs and related investment vehicles before they purchase          
securities issued by the trust.                                                 

       Statutory Exemption for Insurance Company General Accounts. Insurance
companies contemplating the investment of general account assets in the         
securities should consult with their legal advisors with respect to the         
applicability of Section 401(c) of ERISA. The DOL issued final regulations under
Section 401(c) which became applicable on July 5, 2001.                         

CONSULTATION WITH COUNSEL                                                       

  There can be no assurance that any DOL exemption will apply with
respect to any particular Plan that acquires the securities or, even if all the 
conditions specified therein were satisfied, that any such exemption would apply
to transactions involving the trust fund. Prospective Plan investors should     
consult with their legal counsel concerning the impact of ERISA and the Code and
the potential consequences to their specific circumstances prior to making an   
investment in the securities. Neither the Depositor, the Trustee, the Servicer  
nor any of their respective affiliates will make any representation to the      
effect that the securities satisfy all legal requirements with respect to the   
investment therein by Plans generally or any particular Plan or to the effect   
that the securities are an appropriate investment for Plans generally or any    
particular Plan.                                                                

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GOVERNMENT PLANS                                                                

       Government plans are generally not subject to the fiduciary standards
of ERISA or the prohibited transaction rules of ERISA or the Code. However, many
states have enacted laws which established standards of fiduciary conduct, legal
investment rules, or other requirements for investment transactions involving   
the assets of government plans. If you are considering investing in securities  
on behalf of a government plan, you should consult with your advisors regarding 
the requirements of applicable state law.                                       

REPRESENTATION FROM PLANS INVESTING IN NOTES WITH SUBSTANTIAL EQUITY FEATURES OR
CERTAIN SECURITIES                                                              

         Because the exemptive relief afforded by the Underwriters' Exemption or
any similar exemption that might be available will not apply to the purchase,   
sale or holding of certain securities, including but not limited to REMIC       
Residual Certificates and any securities which are not rated in the applicable  
generic rating category by the Exemption Rating Agencies, transfers of these    
securities to an ERISA Plan, an IRA or a Keogh Plan, to a trustee or other      
person acting on behalf of any ERISA Plan, IRA or Keogh Plan, or to any other   
person investing plan assets to effect the acquisition will not be registered by
the trustee unless the transferee provides the depositor, the trustee and the   
master servicer with an opinion of counsel satisfactory to the depositor, the   
trustee and the master servicer, which opinion will not be at the expense of the
depositor, the trustee or the master servicer, that the purchase of the         
securities by or on behalf of the ERISA Plan, IRA or Keogh Plan is permissible  
under applicable law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or section 4975 of the Code and will not subject the    
depositor, the trustee or the master servicer to any obligation in addition to  
those undertaken in the related agreement.                                      

        In lieu of an opinion of counsel, in the case of certain securities as
provided for in the related prospectus supplement, the transferee may provide a 
certification substantially to the effect that the purchase of securities by or 
on behalf of the ERISA Plan, IRA or Keogh Plan is permissible under applicable  
law, will not constitute or result in any non-exempt prohibited transaction     
under ERISA or section 4975 of the Code and will not subject the depositor, the 
trustee or the master servicer to any obligation in addition to those undertaken
in the related agreement and the following statements are correct: (i) the      
transferee is an insurance company; (ii) the source of funds used to acquire or 
hold the securities or interest therein is an "insurance company general        
account" as defined in PTCE 95-60; and (iii) the conditions set forth in        
Sections I and III of PTCE 95-60 have been satisfied. Additional representations
may be required prior to the purchase of subordinate certificates, as provided  
in the related prospectus supplement.                                           

  An opinion of counsel or certification will not be required with
respect to the purchase of DTC registered securities. Any purchaser of a DTC    
registered security will be deemed to have represented by the purchase that     
either (a) the purchaser is not an ERISA Plan, an IRA or a Keogh Plan and is not
purchasing the securities on behalf of, or with plan assets of, any ERISA Plan, 
IRA or Keogh Plan or (b) the purchase of the security by or on behalf of, or    
with plan assets of, any ERISA Plan, IRA or Keogh Plan is permissible under     
applicable law, will not result in any non-exempt prohibited transaction under  
ERISA or section 4975 of the Code and will not subject the depositor, the       
trustee or the master servicer to any obligation in addition to those undertaken
in the related agreement.                                                       

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TAX EXEMPT INVESTORS                                                            

   An ERISA Plan, an IRA or a Keogh Plan that is exempt from federal
income taxation under section 501 of the Code nonetheless will be subject to    
federal income taxation to the extent that its income is "unrelated business    
taxable income" under section 512 of the Code. All "excess inclusions" of a     
REMIC allocated to a REMIC Residual Certificate and held by such an ERISA Plan, 
an IRA or a Keogh Plan will be considered unrelated business taxable income and 
thus will be subject to federal income tax. See "Federal Income Tax             
Consequences--REMICs--Taxation of Owners of REMIC Residual Certificates--Excess 
Inclusions" above.                                                              

    THIS DISCUSSION IS A GENERAL DISCUSSION OF SOME OF THE RULES WHICH
APPLY TO ERISA PLANS, KEOGH PLANS, IRAS, GOVERNMENT PLANS AND THEIR RELATED     
INVESTMENT VEHICLES. PRIOR TO MAKING AN INVESTMENT IN SECURITIES, PROSPECTIVE   
PLAN INVESTORS SHOULD CONSULT WITH THEIR LEGAL AND OTHER ADVISORS CONCERNING THE
IMPACT OF ERISA AND THE CODE AND, PARTICULARLY IN THE CASE OF GOVERNMENT PLANS  
AND RELATED INVESTMENT VEHICLES, ANY ADDITIONAL STATE LAW CONSIDERATIONS, AND   
THE POTENTIAL CONSEQUENCES IN THEIR SPECIFIC CIRCUMSTANCES.                     

LEGAL INVESTMENT

      The prospectus supplement for each series of securities will specify
which classes of securities of the series, if any, will constitute mortgage     
related securities for purposes of SMMEA. Any class of securities that is not   
rated in one of the two highest rating categories by one or more nationally     
recognized statistical rating agencies or that represents an interest in a trust
fund that includes junior mortgage loans will not constitute mortgage related   
securities for purposes of SMMEA Mortgage related securities are legal          
investments to the same extent that, under applicable law, obligations issued by
or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for persons, trusts,       
corporations, partnerships, associations, business trusts and business entities,
including depository institutions, insurance companies and pension funds created
pursuant to or existing under the laws of the United States or of any state, the
authorized investments of which are subject to state regulation. Under SMMEA, if
a state enacted legislation prior to October 3, 1991 specifically limiting the  
legal investment authority of any entities with respect to mortgage related     
securities, the securities would constitute legal investments for entities      
subject to that legislation only to the extent provided in that legislation.    
SMMEA provides, however, that in no event will the enactment of any legislation 
of this kind affect the validity of any contractual commitment to purchase, hold
or invest in mortgage related securities, or require the sale or other          
disposition of such securities, so long as that contractual commitment was made 
or the securities were acquired prior to the enactment of that legislation.     

SMMEA also amended the legal investment authority of federally
chartered depository institutions as follows: federal savings and loan          
associations and federal savings banks may invest in, sell or otherwise deal    
with mortgage related securities without limitation as to the percentage of     
their assets represented thereby, federal credit unions may invest in those     
securities, and national banks may purchase those securities for their own      
account without regard to the limitations generally applicable to investment    
securities set forth in 12 U.S.C. 24 (Seventh), subject in each case to         
regulations as the applicable federal regulatory authority may prescribe.       

   On April 23, 1998, the Federal Financial Institutions Examination
Council issued a revised supervisory policy statement applicable to all         
depository institutions, setting forth guidelines for investments in high-risk  
mortgage securities. The 1998 policy statement has been adopted by the Federal  
Reserve Board, the Office of the Comptroller of the Currency, the FDIC, the     
National Credit Union                                                           

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Administration and the Office of Thrift Supervision with an effective date of   
May 26, 1998. The 1998 policy statement rescinds a 1992 policy statement that   
had required, prior to purchase, a depository institution to determine whether a
mortgage derivative product that it is considering acquiring is high-risk, and, 
if so, that the proposed acquisition would reduce the institution's overall     
interest rate risk. The 1998 policy statement eliminates former constraints on  
investing in certain high-risk mortgage derivative products and substitutes     
broader guidelines for evaluating and monitoring investment risk.               

The Office of Thrift Supervision (the "OTS") has issued Thrift
Bulletins 73a, entitled "Investing in Complex Securities" ("TB 73a"), which is  
effective as of December 18, 2001 and applies to savings associations regulated 
by the OTS, and 13a, entitled "Management of Interest Rate Risk, Investment     
Securities, and Derivatives Activities" ("TB 13a"), which is effective as of    
December 1, 1998, and applies to thrift institutions regulated by the OTS.      

One of the primary purposes of TB 73a is to require savings   
associations, prior to taking any investment position, to determine that the    
investment position meets applicable regulatory and policy requirements         
(including those set forth TB 13a (see below)) and internal guidelines, is      
suitable for the institution, and is safe and sound. OTS recommends, with       
respect to purchases of specific securities, additional analysis, including,    
among others, analysis of repayment terms, legal structure, expected performance
of the issuer and any underlying assets as well as analysis of the effects of   
payment priority, with respect to a security which is divided into separate     
tranches with unequal payments, and collateral investment parameters, with      
respect to a security that is prefunded or involves a revolving period. TB 73a  
reiterates OTS's due diligence requirements for investing in all securities and 
warns that if a savings association makes an investment that does not meet the  
applicable regulatory requirements, the savings association's investment        
practices will be subject to criticism, and OTS may require divestiture of such 
securities. OTS also recommends, with respect to an investment in any "complex  
securities," that savings associations should take into account quality and     
suitability, interest rate risk, and classification factors. For the purposes of
each of TB 73a and TB 13a, "complex security" includes among other things any   
collateralized mortgage obligation or real estate mortgage investment conduit   
security, other than any "plain vanilla" mortgage pass-through security (that   
is, securities that are part of a single class of securities in the related pool
that are non-callable and do not have any special features). Accordingly, all   
Classes of the Offered Certificates would likely be viewed as "complex          
securities." With respect to quality and suitability factors, TB 73a warns (i)  
that a savings association's sole reliance on outside ratings for material      
purchases of complex securities is an unsafe and unsound practice, (ii) that a  
savings association should only use ratings and analyses from nationally        
recognized rating agencies in conjunction with, and in validation of, its own   
underwriting processes, and (iii) that it should not use ratings as a substitute
for its own thorough underwriting analyses. With respect the interest rate risk 
factor, TB 73a recommends that savings associations should follow the guidance  
set forth in TB 13a. With respect to collateralized loan or bond obligations, TB
73a also requires that the savings associations meet similar requirements with  
respect to the underlying collateral, and warns that investments that are not   
fully rated as to both principal and interest do not meet OTS regulatory        
requirements.                                                                   

One of the primary purposes of TB 13a is to require thrift    
institutions, prior to taking any investment position, to (i) conduct a         
pre-purchase portfolio sensitivity analysis for any "significant transaction"   
involving securities or financial derivatives, and (ii) conduct a pre-purchase  
price sensitivity analysis of any "complex security" or financial derivative.   
The OTS recommends that while a thrift institution should conduct its own       
in-house pre-acquisition analysis, it may rely on an analysis conducted by an   
independent third-party as long as management understands the analysis and its  
key assumptions. Further, TB 13a recommends that the use of "complex securities 
with high price sensitivity" be limited to transactions and strategies that     
lower a thrift institution's portfolio interest rate risk. TB 13a warns that    

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investment in complex securities by thrift institutions that do not have        
adequate risk measurement, monitoring and control systems may be viewed by OTS  
examiners as an unsafe and unsound practice.                                    

      Prospective investors in the securities, including in particular the
classes of securities that do not constitute mortgage related securities for    
purposes of SMMEA should consider the matters discussed in the following        
paragraph.                                                                      

      There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase securities or to purchase 
securities representing more than a specified percentage of the investor's      
assets. Investors should consult their own legal advisors in determining whether
and to what extent the securities constitute legal investments for those        
investors or are subject to investment, capital or other restrictions, and, if  
applicable, whether SMMEA has been overridden in any jurisdiction relevant to   
that investor.                                                                  

 METHODS OF DISTRIBUTION

     The securities offered by this prospectus and by the supplements to
this prospectus will be offered in series. The distribution of the securities   
may be effected from time to time in one or more transactions, including        
negotiated transactions, at a fixed public offering price or at varying prices  
to be determined at the time of sale or at the time of commitment therefor. If  
so specified in the related prospectus supplement, the securities will be       
distributed in a firm commitment underwriting, subject to the terms and         
conditions of the underwriting agreement, by Citigroup Global Markets Inc.      
Acting as underwriter with other underwriters, if any, named therein. In such   
event, the prospectus supplement may also specify that the underwriters will not
be obligated to pay for any securities agreed to be purchased by purchasers     
pursuant to purchase agreements acceptable to the depositor. In connection with 
the sale of the securities, underwriters may receive compensation from the      
depositor or from purchasers of the securities in the form of discounts,        
concessions or commissions. The prospectus supplement will describe any such    
compensation paid by the depositor.                                             

Alternatively, the prospectus supplement may specify that the 
securities will be distributed by Citigroup Global Markets Inc. acting as agent 
or in some cases as principal with respect to securities which it has previously
purchased or agreed to purchase. If Citigroup Global Markets Inc. acts as agent 
in the sale of securities, Citigroup Global Markets Inc. will receive a selling 
commission with respect to each series of securities, depending on market       
conditions, expressed as a percentage of the aggregate principal balance of the 
related mortgage loans as of the cut-off date. The exact percentage for each    
series of securities will be disclosed in the related prospectus supplement. To 
the extent that Citigroup Global Markets Inc. elects to purchase securities as  
principal, Citigroup Global Markets Inc. may realize losses or profits based    
upon the difference between its purchase price and the sales price. The         
prospectus supplement with respect to any series offered other than through     
underwriters will contain information regarding the nature of such offering and 
any agreements to be entered into between the depositor and purchasers of       
securities of such series.                                                      

    The depositor will indemnify Citigroup Global Markets Inc. and any
underwriters against certain civil liabilities, including liabilities under the 
Securities Act of 1933, or will contribute to payments Citigroup Global Markets 
Inc. and any underwriters may be required to make in respect thereof.           

       In the ordinary course of business, Citigroup Global Markets Inc. and
the depositor may engage in various securities and financing transactions,      
including repurchase agreements to provide interim financing of the depositor's 
mortgage loans pending the sale of such mortgage loans or interests therein,    
including the securities.                                                       

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         The depositor anticipates that the securities will be sold primarily to
institutional investors. Purchasers of securities, including dealers, may,      
depending on the facts and circumstances of such purchases, be deemed to be     
"underwriters" within the meaning of the Securities Act of 1933 in connection   
with reoffers and sales by them of securities. Securityholders should consult   
with their legal advisors in this regard prior to any such reoffer or sale.     

         As to each series of securities, only those classes rated in one of the
four highest rating categories by any rating agency will be offered by this     
prospectus. Any unrated class may be initially retained by the depositor, and   
may be sold by the depositor at any time to one or more institutional investors.

 LEGAL MATTERS

        Certain legal matters in connection with the securities will be passed
upon for the depositor by Thacher Proffitt & Wood LLP, New York, New York.      

 FINANCIAL INFORMATION

    The depositor has determined that its financial statements are not
material to the offering made by this prospectus. Any prospective purchaser that
desires to review financial information concerning the depositor will be        
provided by the depositor on request with a copy of the most recent financial   
statements of the depositor.                                                    

RATING

        It is a condition to the issuance of any class of securities that they
shall have been rated not lower than investment grade, that is, in one of the   
four highest rating categories, by at least one rating agency.                  

         Any such ratings on the securities address the likelihood of receipt by
the holders thereof of all collections on the underlying mortgage assets to     
which such holders are entitled. These ratings address the structural, legal and
issuer-related aspects associated with such securities, the nature of the       
underlying mortgage assets and the credit quality of the guarantor, if any. Such
ratings do not represent any assessment of the likelihood of principal          
prepayments by borrowers or of the degree by which such prepayments might differ
from those originally anticipated. As a result, securityholders might suffer a  
lower than anticipated yield, and, in addition, holders of Strip Securities in  
extreme cases might fail to recoup their initial investments.                   

 AVAILABLE INFORMATION

   The depositor is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and   
other information with the Commission. Such reports and other information filed 
by the depositor can be inspected and copied at the public reference facilities 
maintained by the Commission at its Public Reference Section, 450 Fifth Street, 
N.W., Washington, D.C. 20549, and electronically through the Commission's       
Electronic Data Gathering, Analysis and Retrieval System at the Commission's web
site (http:\\www.sec.gov). The depositor does not intend to send any financial  
reports to securityholders.                                                     

      This prospectus does not contain all of the information set forth in
the registration statement (of which this prospectus forms a part) and exhibits 
thereto which the depositor has filed with the Commission under the Securities  
Act of 1933 and to which reference is made.                                     

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       Copies of Freddie Mac's most recent offering circular for Freddie Mac
certificates, Freddie Mac's most recent information statement and any subsequent
information statement, any supplement to any information statement relating to  
Freddie Mac and any quarterly report made available by Freddie Mac after        
December 31, 1983 can be obtained by writing or calling the Freddie Mac Investor
Inquiry Department at 8200 Jones Branch Drive, Mail Stop 319, McLean, Virginia  
22102 (800-336-3672). The depositor did not participate in the preparation of   
Freddie Mac's offering circular, information statement or any supplement and,   
accordingly, makes no representation as to the accuracy or completeness of the  
information set forth therein.                                                  

Copies of Fannie Mae's most recent Prospectus for Fannie Mae  
Certificates are available from Fannie Mae's Mortgage Backed Securities Office, 
3900 Wisconsin Avenue, N.W., Washington, D.C. 20016 (202-752-6547). Fannie Mae's
annual report and quarterly financial statements, as well as other financial    
information, are available from Fannie Mae's Office of the Treasurer, 3900      
Wisconsin Avenue, N.W., Washington, D.C. 20016 (202-752-7000) or the Office of  
the Vice President of Investor Relations, 3900 Wisconsin Avenue, N.W.,          
Washington, D.C. 20016 (202-752-7000). The depositor did not participate in the 
preparation of Fannie Mae's prospectus and, accordingly, makes no               
representations as to the accuracy or completeness of the information set forth 
therein.                                                                        

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      There are incorporated in this prospectus by reference all documents
and reports filed or caused to be filed by the depositor with respect to a trust
fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offering of securities offered hereby evidencing interest
therein. The depositor will provide or cause to be provided without charge to   
each person to whom this prospectus is delivered in connection with the offering
of one or more classes of securities offered, a copy of any or all documents or 
reports incorporated in this prospectus by reference, in each case to the extent
such documents or reports relate to one or more of such classes of such offered 
securities, other than the exhibits to such documents (unless such exhibits are 
specifically incorporated by reference in such documents). Requests to the      
depositor should be directed in writing to its principal executive office at 390
Greenwich Street, 4th Floor, New York, New York 10013, Attention: Mortgage      
Finance, or by telephone at (212) 816-6000. The depositor has determined that   
its financial statements are not material to the offering of any securities     
offered by this prospectus.                                                     

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GLOSSARY

ACCRUAL SECURITIES: A class of securities as to which accrued interest or a     
portion thereof will not be distributed but rather will be added to the         
principal balance of the security on each distribution date in the manner       
described in the related prospectus supplement.                                 

APPLICABLE FEDERAL RATE: A rate based on the average of current yields on       
Treasury securities, which rate is computed and published monthly by the IRS.   

ARM LOAN: A mortgage loan with an interest rate that adjusts periodically, with 
a corresponding adjustment in the amount of the monthly payment, to equal the   
sum of a fixed percentage amount and an index.                                  

BIF:  Bank Insurance Fund Savings Association Insurance Fund ("SAIF").          

CALL CLASS: The holder of a non-offered class of securities that has the right, 
at its discretion, to terminate the related trust fund on and effect early      
retirement of the securities of such series in the manner described under       
"Description of the Securities--Termination" in this prospectus.                

CERCLA: The Comprehensive Environmental Response, Compensation and Liability    
Act, as amended.                                                                

CHARTER ACT:  Federal National Mortgage Association Charter Act.                

CLEAN-UP CALL: The right of the party entitled to effect a termination of a     
trust fund upon the aggregate principal balance of the outstanding trust fund   
assets for the series at that time being less than the percentage, as specified 
in the related prospectus supplement, of the aggregate principal balance of the 
trust fund assets at the cut-off date for that series and which percentage will 
be between 25% and 0%.                                                          

CLOSING DATE: With respect to any series of securities, the date on which the   
securities are issued.                                                          

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

COMMISSION: The Securities and Exchange Commission.                             

CONTRACT: Any conditional sales contracts and installment loan agreements with  
respect to manufactured homes.                                                  

CPR: The Constant Prepayment Rate model, which assumes that the outstanding     
principal balance of a pool of mortgage loans prepays at a specified constant   
annual rate. In generating monthly cash flows, this rate is converted to an     
equivalent constant monthly rate.                                               

CRIME CONTROL ACT:  The Comprehensive Crime Control Act of 1984.                

DIDMC: The Depository Institutions Deregulation and Monetary Control Act of     
1980.                                                                           

DOL:  The U.S. Department of Labor.                                             

DOL REGULATIONS: The regulations promulgated by the U.S. Department of Labor at 
29 C.F.R.ss.2510. 3-101.                                                        

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DTC:  Depository Trust Company.                                                 

DUE PERIOD: The second day of the month immediately preceding the month in which
the distribution date occurs, or the day after the cut-off date in the case of  
the first Due Period, and ending on the first day of the month of the related   
distribution date, unless the prospectus supplement specifies otherwise.        

EQUITY CERTIFICATES: Where the issuer is an owner trust, the certificates       
evidencing ownership of the trust fund.                                         

ERISA:  Employment Retirement Income Security Act of 1974, as amended           

ERISA PERMITTED INVESTMENTS: The types of investments permitted by the rating   
agencies named in the Prohibited Transaction Exemption 91-23 issued by the DOL  
in which funds in a pre-funding account may be invested.                        

FANNIE MAE:  Federal National Mortgage Association.                             

FDIC:  Federal Deposit Insurance Corporation.                                   

FHA:  Federal Housing Administration.                                           

FHA LOANS:  Any mortgage loan originated by the FHA.                            

FREDDIE MAC:  Federal Home Loan Mortgage Corporation.                           

FREDDIE MAC ACT: Title III of the Emergency Home Finance Act of 1970, as        
amended.                                                                        

FTC RULE:  The "Holder in the Due Course" Rule of the Federal Trade Commission. 

GARN-ST. GERMAIN ACT: The Garn-St. Germain Depositor Institutions Act of 1982.  

GNMA:  Government National Mortgage Association.                                

GRANTOR TRUST CERTIFICATE: A certificate representing an interest in a Grantor  
Trust Fund.                                                                     

GRANTOR TRUST FRACTIONAL CERTIFICATE: A Grantor Trust Certificate representing  
an undivided equitable ownership interest in the principal of the mortgage loans
constituting the related Grantor Trust Fund, together with interest on the      
Grantor Trust Certificates at a pass-through rate.                              

GRANTOR TRUST STRIP CERTIFICATE: A certificate representing ownership of all or 
a portion of the difference between interest paid on the mortgage loans         
constituting the related Grantor Trust Fund (net of normal administration fees  
and any retained interest of the depositor) and interest paid to the holders of 
Grantor Trust Fractional Interest Certificates issued with respect to the       
Grantor Trust Fund. A Grantor Trust Strip Certificate may also evidence a       
nominal ownership interest in the principal of the mortgage loans constituting  
the related Grantor Trust Fund.                                                 

GRANTOR TRUST FUND: A trust fund as to which no REMIC election will be made and 
which qualifies as a grantor trust within the meaning of Subpart E, part I,     
subchapter J of Chapter 1 of the Code.                                          

HIGH COST LOAN: A mortgage loan subject to the Home Ownership and Equity        
Protection Act of 1994.                                                         

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HOMEOWNERSHIP ACT: The Home Ownership and Equity Protection Act of 1994.        

HOUSING ACT:  Title II of the National Housing Act of 1934, as amended.         

INSURANCE PROCEEDS: Proceeds received with respect to a mortgage loan under any 
hazard insurance policy, special insurance policy, primary insurance policy, FHA
insurance policy, VA guarantee, bankruptcy bond or mortgage pool insurance      
policy, to the extent such proceeds are not applied to the restoration of the   
property or released to the mortgagor in accordance with normal servicing       
procedures.                                                                     

LIQUIDATED LOAN: A defaulted mortgage loan that is finally liquidated, through  
foreclosure sale or otherwise.                                                  

LIQUIDATION PROCEEDS: All amounts, other than Insurance Proceeds, received and  
retained in connection with the liquidation of a defaulted mortgage loan, by    
foreclosure or otherwise.                                                       

LOCKOUT DATE: The date of expiration of the Lockout Period with respect to a    
mortgage loan.                                                                  

LOCKOUT PERIOD: The period specified in a mortgage note during which prepayment 
of the mortgage loan is prohibited.                                             

LTV:  loan to value ratio.                                                      

MORTGAGE: The mortgage, deed of trust or similar instrument securing a mortgage 
loan.                                                                           

MULTIFAMILY LOANS:  Mortgage loans relating to Multifamily Properties.          

MULTIFAMILY PROPERTIES: Rental apartments or projects (including apartment      
buildings owned by cooperative housing corporations) containing five or more    
dwelling units.                                                                 

NBRC: The National Bankruptcy Review Commission.                                

NCUA:  The National Credit Union Administration.                                

NONRECOVERABLE ADVANCE: An advance made or to be made with respect to a mortgage
loan which the master servicer determines is not ultimately recoverable from    
Related Proceeds.                                                               

OID REGULATIONS: The rules governing original issue discount that are set forth 
in Sections 1271-1273 and 1275 of the Code and in the related Treasury          
regulations.                                                                    

PARTNERSHIP CERTIFICATE: A certificate representing an interest in a Partnership
Trust Fund.                                                                     

PARTNERSHIP TRUST FUND: A trust fund as to which no REMIC election will be made 
and which qualifies as a partnership within the meaning of subchapter K of      
Chapter 1 of the Code.                                                          

PLANS: Employee pension and welfare benefit plans subject to ERISA and          
tax-qualified retirement plans described in Section 401(a) of the Code or       
Individual Retirement Accounts described in Section 408 of the Code.            

PREPAYMENT ASSUMPTION: With respect to a REMIC Regular Certificate or a Grantor 
Trust Certificate, the assumption as to the rate of prepayments of the principal
balances of mortgage loans held by the trust fund used in pricing the initial   
offering of that security.                                                      

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PREPAYMENT PERIOD: The calendar month immediately preceding the month in which  
the distribution date occurs, unless the prospectus supplement specifies        
otherwise.                                                                      

PTCE: Prohibited Transaction Class Exemption                                    

PURCHASE PRICE: As to any mortgage loan, an amount equal to the sum of (1) the  
unpaid principal balance of the mortgage loan, (2) unpaid accrued interest on   
the Stated Principal Balance at the rate at which interest accrues on the       
mortgage loan, net of the servicing fee and any retained interest, from the date
as to which interest was last paid to the calendar month in which the relevant  
purchase is to occur, (3) any unpaid servicing fees and unreimbursed servicing  
expenses payable or reimbursable to the master servicer with respect to that    
mortgage loan, (4) any unpaid retained interest with respect to that mortgage   
loan, (5) any realized losses incurred with respect to that mortgage loan and   
(6) if applicable, any expenses reasonably incurred or to be incurred by the    
master servicer or the trustee in respect of the breach or defect giving rise to
a purchase obligation.                                                          

RECORD DATE: The last business day of the month preceding the month in which a  
distribution date occurs, unless the prospectus supplement specifies otherwise. 

RELATED PROCEEDS: Recoveries on a mortgage loan related to amounts which the    
master servicer has previously advanced to the related trust fund.              

RELIEF ACT: The Servicemembers' Civil Relief Act.                               

REMIC: A real estate mortgage investment conduit as defined in Sections 860A    
through 860G of the Code.                                                       

REMIC CERTIFICATES: Certificates evidencing interests in a trust fund as to     
which a REMIC election has been made.                                           

REMIC PROVISIONS:  Sections 860A through 860G of the Code.                      

REMIC REGULAR CERTIFICATE: A REMIC Certificate designated as a regular interest 
in the related REMIC.                                                           

REMIC RESIDUAL CERTIFICATE: A REMIC Certificate designated as a residual        
interest in the related REMIC.                                                  

REMIC REGULATIONS: The REMIC Provisions and the related Treasury regulations.   

RETAINED INTEREST: A portion of the interest payments on a trust fund asset that
may be retained by the depositor or any previous owner of the asset.            

RICO: The Racketeer Influenced and Corrupt Organizations statute.               

SAIF:  The Savings Association Insurance Fund.                                  

SCHEDULED PRINCIPAL BALANCE: As to any mortgage loan or manufactured housing    
contract, the unpaid principal balance thereof as of the date of determination, 
reduced by the principal portion of all monthly payments due but unpaid as of   
the date of determination.                                                      

SENIOR/SUBORDINATE SERIES: A series of securities of which one or more classes  
is senior in right of payment to one or more other classes to the extent        
described in the related prospectus supplement.                                 

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SINGLE FAMILY PROPERTIES: One- to four-family residential properties including  
detached and attached dwellings, townhouses, rowhouses, individual condominium  
units, individual units in planned-unit developments and individual units in de 
minimis planned-unit developments.                                              

SMMEA:  Secondary Mortgage Market Enhancement Act of 1984.                      

SPECIAL HAZARD SUBORDINATION AMOUNT: The amount of any Special Hazard           
RealizedLoss that is allocated to the subordinate securities of a series.       

STATED PRINCIPAL BALANCE: As to any mortgage loan or manufactured housing       
contract, the principal balance of the mortgage loan or manufactured housing    
contract as of the cut-off date, after application of all scheduled principal   
payments due on or before the cut-off date, whether or not received, reduced by 
all amounts, including advances by the master servicer, allocable to principal  
that are distributed to securityholders on or before the date of determination, 
and as further reduced to the extent that any realized loss thereon has been, or
had it not been covered by a form of credit support, would have been, allocated 
to one or more classes of securities on or before the determination date.       

STRIP SECURITIES: A class of securities which are entitled to (a) principal     
distributions, with disproportionate, nominal or no interest distributions, or  
(b) interest distributions, with disproportionate, nominal or no principal      
distributions.                                                                  

STRIPPED INTEREST: The distributions of interest on a Strip Security with no or 
a nominal principal balance.                                                    

UNITED STATES PERSON: A citizen or resident of the United States; a corporation 
or partnership, including an entity treated as a corporation or partnership for 
federal income tax purposes, created or organized in, or under the laws of, the 
United States or any state thereof or the District of Columbia, except, in the  
case of a partnership, to the extent provided in Treasury regulations; an estate
whose income is subject to United States federal income tax regardless of its   
source; or 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 the authority to control all substantial decisions of the   
trust. To the extent prescribed in regulations by the Secretary of the Treasury,
which have not yet been issued, a trust which was in existence on August 20,    
1996, other than a trust treated as owned by the grantor under subpart E of part
I of subchapter J of chapter 1 of the Code, and which was treated as a United   
States person on August 20, 1996 may elect to continue to be treated as a United
States person notwithstanding the previous sentence.                            

VA:  Veterans' Administration.                                                  

VA LOANS:  Any mortgage loan originated by the VA.                              

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$550,793,100
(APPROXIMATE; SUBJECT TO A PERMITTED VARIANCE OF PLUS OR MINUS 5%)

CITIGROUP MORTGAGE LOAN TRUST INC.
 DEPOSITOR

CITIGROUP MORTGAGE LOAN TRUST INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-10

 PROSPECTUS SUPPLEMENT
 DATED DECEMBER 28, 2005

 COUNTRYWIDE HOME LOANS SERVICING LP
 GREENPOINT MORTGAGE FUNDING, INC.
NATIONAL CITY MORTGAGE CO.
PHH MORTGAGE CORPORATION
WELLS FARGO BANK, N.A.
 SERVICERS

CITIMORTGAGE, INC.
 MASTER SERVICER AND TRUST ADMINISTRATOR

CITIBANK, N.A.
PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

 Citigroup

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE  
IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT      
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT OFFERING
THE CERTIFICATES OFFERED HEREBY IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.  

WE DO NOT CLAIM THE ACCURACY OF THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT   
AND THE ACCOMPANYING PROSPECTUS AS OF ANY DATE OTHER THAN THE DATES STATED ON   
THEIR COVER PAGES.                                                              

Dealers will be required to deliver a prospectus supplement and prospectus when 
acting as underwriters of the certificates offered hereby and with respect to   
their unsold allotments or subscriptions. In addition, all dealers selling the  
Offered Certificates, whether or not participating in this offering, may be     
required to deliver a prospectus supplement and prospectus until 90 days        
following the date of this prospectus supplement.