Citigroup Mortgage Loan Trust Inc – ‘424B5’ on 9/2/05 re: Citigroup Mortgage Loan Trust 2005-6

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Prospectus   —   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus                                           270   1.39M 

Document Table of Contents

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Prospectus Supplement dated August 30, 2005 (To Prospectus dated May 3, 2005)   

                                                Filed Pursuant to Rule 424(b)(5)
                                                     Registration No. 333-124036

$1,250,282,000(APPROXIMATE)                                                     

MORTGAGE-BACKED NOTES, SERIES 2005-6                                            

CITIGROUP MORTGAGE LOAN TRUST INC.                                              
DEPOSITOR                                                                       

CITIGROUP MORTGAGE LOAN TRUST 2005-6                                            
ISSUER                                                                          

CITIMORTGAGE, INC.                                                              
MASTER SERVICER AND SECURITIES ADMINISTRATOR                                    

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

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

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

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

OFFERED NOTES      The trust  created  for the Series  2005-6  notes will hold a
                   pool of one- to four-family residential adjustable-rate first
                   lien  mortgage  loans,  divided into three loan  groups.  The
                   trust will  issue  three  classes  of notes that are  offered
                   pursuant  to  this  prospectus  supplement.  You  can  find a
                   description  of these  classes of notes,  together with their
                   respective initial note principal balances and note rates, on
                   page S-5 of this prospectus  supplement.  Credit  enhancement
                   for  the  offered  notes  will  be  provided  in the  form of
subordination.                            

UNDERWRITING       Citigroup Global Markets Inc., as underwriter,  will offer to
                   the  public  the  offered  notes  at  varying  prices  to  be
                   determined at the time of sale. The proceeds to the depositor
                   from  the  sale  of  the  offered  notes,   before  deducting
                   expenses,  will be  approximately  99.55% of the initial note
                   principal balance of the offered notes, plus accrued interest
                   thereon,  less  expenses  which are estimated to be $700,000.
See "Method of Distribution."             

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED OF THE OFFERED NOTES 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 notes 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 notes; and         

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

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-11  
USE OF PROCEEDS...........................................................S-18  
THE MORTGAGE POOL.........................................................S-18  
DESCRIPTION OF THE NOTES..................................................S-66  
THE MASTER SERVICER AND THE SERVICERS.....................................S-86  
INDENTURE.................................................................S-88  
THE SERVICING AGREEMENT...................................................S-92  
FEDERAL INCOME TAX CONSEQUENCES...........................................S-94  
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  
ANNEX II..................................................................II-1  

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SUMMARY OF PROSPECTUS SUPPLEMENT

               THE  FOLLOWING  SUMMARY  IS A VERY  BROAD  OVERVIEW  OF THE NOTES
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  NOTES,  CAREFULLY  READ THIS ENTIRE
PROSPECTUS SUPPLEMENT AND THE ENTIRE ACCOMPANYING PROSPECTUS.                   

Title of Series..................   Citigroup      Mortgage      Loan     Trust,
                             Mortgage-Backed Notes, Series 2005-6.

Issuer or Trust..................   Citigroup Mortgage Loan Trust 2005-6.       

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

Closing Date.....................   On or about August 31, 2005.                

Depositor........................   Citigroup   Mortgage   Loan  Trust  Inc.,  a
                                    Delaware  corporation  and an  affiliate  of
                                    Citigroup   Global  Markets  Inc.  SEE  "THE
                     DEPOSITOR" IN THE PROSPECTUS.

Originators......................   Approximately  94.65% of the mortgage  loans
                                    (by  aggregate  principal  balance as of the
                                    cut-off date) were originated by Wells Fargo
                                    Bank, N.A., a national  banking  association
                                    (referred to in this  prospectus  supplement
                                    as Wells Fargo).  Approximately 5.35% of the
                                    mortgage   loans  (by  aggregate   principal
                                    balance  as  of  the   cut-off   date)  were
                                    originated by First  Republic  Bank,  Nevada
                                    corporation  (referred to in this prospectus
                      supplement as First Republic).

Servicers........................   First  Republic and Wells  Fargo.  Each such
                                    servicer  will  service  a  portion  of  the
                                    mortgage loans in the mortgage  pool.  First
                                    Republic  will  service the  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.   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 Wells Fargo
                                    servicing  agreement  or the First  Republic
                                    servicing  agreement,  as applicable,  or by
                                    the   master   servicer   pursuant   to  the
                                    servicing  agreement,  as described  herein.
                                    SEE   "THE    MORTGAGE    POOL--UNDERWRITING
                                    STANDARDS" AND "THE MASTER  SERVICER AND THE
                                 SERVICERS" IN THIS PROSPECTUS SUPPLEMENT.

Master Servicer and                                                             
Securities Administrator.........   CitiMortgage,  Inc.  (referred  to  in  this
                                    prospectus  supplement as CitiMortgage,  the
                                    master    servicer    or   the    securities
                                    administrator,  as the context provides),  a
                                    New York  corporation  and an  affiliate  of
                                    Citigroup   Global  Markets  Inc.  SEE  "THE
                                    MASTER   SERVICER  AND  THE   SERVICERS--THE
                                    MASTER    SERVICER"   IN   THIS   PROSPECTUS
                                    SUPPLEMENT    AND    "THE     INDENTURE--THE
                                    SECURITIES ADMINISTRATOR" IN THIS PROSPECTUS
   SUPPLEMENT.

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Paying Agent, Note Registrar                                                    
and Authenticating Agent.........   Citibank,   N.A.   (referred   to  in   this
                                    prospectus   supplement  as   Citibank),   a
                                    national   banking    association   and   an
                                    affiliate of Citigroup  Global  Markets Inc.
                                    SEE  "THE   INDENTURE"  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.

Indenture Trustee................   U.S. Bank National  Association,  a national
                                    banking association. SEE "THE INDENTURE--THE
                                    INDENTURE   TRUSTEE"   IN  THIS   PROSPECTUS
   SUPPLEMENT.

Owner Trustee....................   Wilmington Trust Company, a Delaware banking
                                    corporation,  acting  not in its  individual
                                    capacity,  but solely as owner trustee under
                                    the trust agreement. SEE "THE OWNER TRUSTEE"
                      IN THIS PROSPECTUS SUPPLEMENT.

Payment Dates....................   Distributions  on the offered  notes 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
       September 2005.

Offered Notes....................   Only the  notes  listed  under  the  heading
                                    Offered Notes in the  immediately  following
                                    table are being  offered by this  prospectus
                                    supplement. Each class of offered notes will
                                    have the initial note principal  balance and
                                    note  rate  set  forth or  described  in the
                    immediately following table.

                                                        [Enlarge/Download Table]

===============================================================================================================================
                                   INITIAL                                                                       RATINGS       
                               NOTE PRINCIPAL                                                        --------------------------
       CLASS                     BALANCE(1)          NOTE RATE               DESIGNATIONS                 S&P        MOODY'S   
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
OFFERED NOTES                                                                                                                  
-------------------------------------------------------------------------------------------------------------------------------
        A-1                    $ 735,930,000        Variable(2)             Group I Senior                AAA          Aaa     
-------------------------------------------------------------------------------------------------------------------------------
        A-2                    $ 445,276,000        Variable(2)             Group II Senior               AAA          Aaa     
-------------------------------------------------------------------------------------------------------------------------------
        A-3                    $  69,076,000        Variable(2)            Group III Senior               AAA          Aaa     
-------------------------------------------------------------------------------------------------------------------------------
NON-OFFERED NOTES                                                                                                              
-------------------------------------------------------------------------------------------------------------------------------
         M                     $ 16,280,000         Variable(2)           Crossed Subordinate             AA+          Aa1     
-------------------------------------------------------------------------------------------------------------------------------
        B-1                    $ 14,326,000         Variable(2)           Crossed Subordinate             AA           Aa2     
-------------------------------------------------------------------------------------------------------------------------------
        B-2                    $  9,117,000         Variable(2)           Crossed Subordinate              A           A2      
-------------------------------------------------------------------------------------------------------------------------------
        B-3                    $  5,210,000         Variable(2)           Crossed Subordinate             BBB         Baa2     
-------------------------------------------------------------------------------------------------------------------------------
         X                   Notional Amount        Variable(2)      Crossed Subordinate/Notional        BBB-         Baa3     
-------------------------------------------------------------------------------------------------------------------------------
        B-4                    $  2,605,000         Variable(2)           Crossed Subordinate             BB           Ba2     
-------------------------------------------------------------------------------------------------------------------------------
        B-5                    $  1,302,000         Variable(2)           Crossed Subordinate              B           B2      
-------------------------------------------------------------------------------------------------------------------------------
        B-6                    $  3,254,238         Variable(2)           Crossed Subordinate             NR           NR      
===============================================================================================================================

-------------                                                                   
(1) Approximate.                                                                

(2) Calculated as described  under  "Description  of the  Notes--Note  Interest 
Rates" in this prospectus supplement.                                   

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THE TRUST                                                                       

The depositor will establish  Citigroup  Mortgage Loan Trust 2005-6,  a Delaware
statutory trust pursuant to a trust  agreement,  dated as of August 30, 2005, as
amended  and  restated  on the  closing  date,  among the  depositor,  the owner
trustee, the securities  administrator and Citibank as the certificate registrar
and the  certificate  paying agent The trust will issue the notes pursuant to an
indenture among the issuer, the indenture trustee, the securities  administrator
and Citibank as note registrar, paying agent and authenticating agent.          

Payments of interest and  principal on the offered  notes will be made only from
payments received in connection with the mortgage loans held in the trust.      

SEE "DESCRIPTION OF THE NOTES" IN THIS PROSPECTUS SUPPLEMENT.                   

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, as of the cut-off date. Prior
to the  issuance of the notes,  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 notes 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   mortgage   pool   will   contain   conventional,   one-  to   four-family,
adjustable-rate  mortgage  loans  secured  by first  liens on  residential  real
properties.  The mortgage  loans have original  terms to maturity of not greater
than 30 years.                                                                  

The mortgage loans consist of 2,537 adjustable-rate mortgage loans with mortgage
rates that adjust every month or every twelve months commencing at the end of an
initial  fixed-rate  period of five years following  origination.  Approximately
38.05%, 68.96% and 97.77% of the group I mortgage loans, group II mortgage loans
and group III mortgage  loans,  respectively,  and  approximately  52.28% of the
mortgage loans in the  aggregate,  have an  interest-only  period of five or ten
years following  origination.  The mortgage loans have an aggregate  outstanding
principal balance as of the cut-off date of approximately $1,299,976,238,  after
application  of scheduled  payments due on or before the cut-off date whether or
not received and subject to a permitted variance of plus or minus 5%.           

The mortgage loans have been divided into three loan groups,  designated as loan
group I, loan group II and loan group III, as more fully  described below and in
this  prospectus  supplement.  The Class A-1 Notes will be  entitled  to receive
distributions  solely with respect to the mortgage loans in loan group I, except
under the limited  circumstances  described in this prospectus  supplement.  The
Class A-2 Notes will be entitled to receive distributions solely with respect to
the  mortgage  loans in loan group II,  except  under the limited  circumstances
described in this prospectus supplement. The Class A-3 Notes will be entitled to
receive  distributions  solely with respect to the mortgage  loans in loan group
III,  except  under  the  limited  circumstances  described  in this  prospectus
supplement.  The Class M, Class B-1,  Class B-2,  Class B-3, Class X, Class B-4,
Class B-5 and Class B-6 Notes will be entitled to receive distributions from all
of the loan groups, as more fully described in this prospectus supplement.      

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TOTAL POOL                                                                      

The following  table  summarizes the approximate  characteristics  of all of the
mortgage loans as of the cut-off date:                                          

Range of mortgage rates:                            3.750% to 5.900%            

Weighted average mortgage rate:                     4.976%                      

Range of gross margins:                             1.950% to 2.750%            

Weighted average gross margin:                      2.608%                      

Range of minimum mortgage rates:                    1.950% to 2.750%            

Weighted average minimum mortgage rate:             2.608%                      

Range of maximum mortgage rates:                    8.750% to 12.950%           

Weighted average maximum mortgage rate:             10.047%                     

Weighted average next adjustment date:              May 15, 2009                

Weighted average remaining term:                    345 months                  

Weighted average original term to maturity:         360 months                  

Range of principal balances:                        $54,879 to $2,108,000       

Average principal balance:                          $512,407                    

Range of loan-to-value ratios at origination:       13.24%  to 100.00%          

Weighted average loan-to-value ratios at            69.17%                      
origination:                                                                    

Geographic concentration in excess of 5%:                                       

California                                     46.40%                 
Florida                                         5.44%                 

THE GROUP I MORTGAGE LOANS                                                      

The following  table  summarizes the approximate  characteristics  of all of the
mortgage loans in loan group I as of the cut-off date:                          

Range of mortgage rates:                            4.000% to 5.000%            

Weighted average mortgage rate:                     4.996%                      

Range of gross margins:                             2.250% to 2.750%            

Weighted average gross margin:                      2.595%                      

Range of minimum mortgage rates:                    2.250% to 2.750%            

Weighted average minimum mortgage rate:             2.595%                      

Range of maximum mortgage rates:                    9.000% to 10.000%           

Weighted average maximum mortgage rate:             9.996%                      

Weighted average next adjustment date:              October 3, 2008             

Weighted average remaining term:                    338 months                  

Weighted average original term to maturity:         360 months                  

Range of principal balances:                        $54,879 to $1,500,000       

Average principal balance:                          $483,350                    

Range of loan-to-value ratios at origination:       13.24% to 100.00%           

Weighted average loan-to-value ratios at            67.25%                      
origination:                                                                    

Geographic concentration in excess of 5%:                                       

California                                     48.04%                 

THE GROUP II MORTGAGE LOANS                                                     

The following  table  summarizes the approximate  characteristics  of all of the
mortgage loans in loan group II as of the cut-off date:                         

Range of mortgage rates:                            3.750% to 5.000%            

Weighted average mortgage rate:                     4.934%                      

Range of gross margins:                             2.250% to 2.750%            

Weighted average gross margin:                      2.661%                      

Range of minimum mortgage rates:                    2.250% to 2.750%            

Weighted average minimum mortgage rate:             2.661%                      

Range of maximum mortgage rates:                    8.750% to 10.000%           

Weighted average maximum mortgage rate:             9.934%                      

Weighted average next adjustment date:              April 6, 2010               

Weighted average remaining term:                    356 months                  

Weighted average original term to maturity:         360 months                  

Range of principal balances:                        $80,000 to $1,987,884       

Average principal balance:                          $545,681                    

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Range of loan-to-value ratios at origination:       21.74% to 100.00%           

Weighted average loan-to-value ratios at            72.11%                      
origination:                                                                    

Geographic concentration in excess of 5%:                                       

California                                     40.28%                 
Florida                                         8.05%                 
Virginia                                        6.39%                 
New York                                        5.42%                 

THE GROUP III  MORTGAGE LOANS                                                   

The following  table  summarizes the approximate  characteristics  of all of the
mortgage loans in loan group III as of the cut-off date:                        

Range of mortgage rates:                            3.850% to 5.900%            

Weighted average mortgage rate:                     5.027%                      

Range of gross margins:                             1.950% to 2.550%            

Weighted average gross margin:                      2.395%                      

Range of minimum mortgage rates:                    1.950% to 2.550%            

Weighted average minimum mortgage rate:             2.395%                      

Range of maximum mortgage rates:                    9.850% to 12.950%           

Weighted average maximum mortgage rate:             11.362%                     

Weighted average next adjustment date:              March 21, 2010              

Weighted average remaining term:                    356 months                  

Weighted average original term to maturity:         360 months                  

Range of principal balances:                        $131,250 to $2,108,000      

Average principal balance:                          $688,654                    

Range of loan-to-value ratios at origination:       20.69% to 80.00%            

Weighted average loan-to-value ratios at            70.87%                      
origination:                                                                    

Geographic concentration in excess of 5%:                                       

California                                     69.08%                 
New York                                       16.41%                 

FOR ADDITIONAL INFORMATION REGARDING THE MORTGAGE LOANS, SEE "THE MORTGAGE POOL"
IN THIS PROSPECTUS SUPPLEMENT.                                                  

THE NOTES                                                                       

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

OFFERED NOTES. The Class A-1, Class A-2 and Class A-3 Notes.                    

SUBORDINATE  NOTES.  The Class M, Class B-1,  Class B-2,  Class B-3,  Class B-4,
Class B-5 and Class B-6 Notes.                                                  

The note rate for each class of notes is  variable  and will be  calculated  for
each payment date as described under  "DESCRIPTION OF THE NOTES--NOTE  RATES" in
this prospectus supplement.                                                     

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

The Offered  Notes will  initially  be  represented  by one or more global notes
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  NOTES--REGISTRATION OF
THE BOOK-ENTRY NOTES" IN THIS PROSPECTUS SUPPLEMENT.                            

The Subordinate Notes are not being offered by this prospectus  supplement.  The
Subordinate  Notes have in the  aggregate an initial note  principal  balance of
approximately  $52,094,238.  The Subordinate Notes 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
Notes consists of subordination as described below and under "DESCRIPTION OF THE
NOTES--ALLOCATION OF LOSSES; SUBORDINATION" in this prospectus supplement.      

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SUBORDINATION.  The rights of the holders of the Subordinate Notes and the Class
X Notes to  receive  distributions  will be  subordinated  to the  rights of the
holders of the Offered Notes to the extent  described under  "DESCRIPTION OF THE
NOTES--ALLOCATION OF LOSSES; SUBORDINATION" in this prospectus supplement.      

Among the classes of Subordinate Notes and Class X Notes, the Class M Notes will
have payment  priority over the Class X Notes and Class B Notes,  the Class B-1,
Class B-2 and Class B-3 Notes will have payment  priority over the Class X Notes
and the Class B-4,  Class B-5 and Class B-6  Notes,  the Class X Notes will have
payment  priority  over the  Class  B-4,  Class B-5 and Class B-6 Notes and each
class  of Class B Notes  with a lower  numerical  class  designation  will  have
payment  priority over each class of Class B Notes with a higher numerical class
designation. SEE "DESCRIPTION OF THE NOTES--ALLOCATION OF LOSSES; SUBORDINATION"
IN THIS PROSPECTUS SUPPLEMENT.                                                  

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

ALLOCATION OF LOSSES.  Except as described  below,  if Subordinate  Notes remain
outstanding,  principal  losses on the mortgage loans will be allocated first to
the  class  of  Subordinate  Notes  then  outstanding  with the  lowest  payment
priority,  and the other classes of Subordinate Notes and Offered Notes will not
bear any  portion  of these  losses.  If none of the  Subordinate  Notes  remain
outstanding,  the principal  portion of realized  losses on the group I mortgage
loans  will be  allocated  to the Class A-1  Notes,  the  principal  portion  of
realized  losses on the group II mortgage  loans will be  allocated to the Class
A-2  Notes,  and the  principal  portion  of  realized  losses  on the group III
mortgage loans will be allocated to the Class A-3 Notes,  in each case until its
note principal balance is reduced to zero.                                      

Not all losses will be allocated in the priority set forth above.  Losses on the
mortgage loans 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  Notes as  described  above only up to  specified
amounts.  A portion of such  losses in excess of the  specified  amount  will be
allocated to the Offered Notes as described  above.  Therefore,  the Subordinate
Notes do not act as credit enhancement for these losses.                        

Once  realized  losses are  allocated  to a class of notes,  the note  principal
balance of that class will be reduced by the amounts so  allocated.  The amounts
of realized  losses  allocated to the notes 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 note principal  balance of the most senior classes  remaining
outstanding to which realized  losses have been allocated may be increased.  SEE
"DESCRIPTION  OF  THE  NOTES--ALLOCATION  OF  LOSSES;   SUBORDINATION"  IN  THIS
PROSPECTUS SUPPLEMENT.                                                          

MONTHLY ADVANCES                                                                

Each  servicer is  required to advance  delinquent  payments  of  principal  and
interest on the  mortgage  loans for which it acts as  servicer,  subject to the
limitations  described under  "Description of  Notes--Monthly  Advances." To the
extent  provided  in the  servicing  agreement,  the  master  servicer  will  be
obligated to make any required delinquency advances that the related servicer is
required to make under the Wells Fargo servicing agreement or the First Republic
servicing  agreement,  as  applicable,  if such  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 NOTES--MONTHLY  ADVANCES" IN THIS PROSPECTUS  SUPPLEMENT AND
"DESCRIPTION                                                                    

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OF THE SECURITIES--ADVANCES IN RESPECT OF DELINQUENCIES" IN THE PROSPECTUS.     

OPTIONAL REDEMPTION                                                             

At its option,  the majority holder of the owner trust certificates may purchase
from the  trust all of the  mortgage  loans,  together  with any  properties  in
respect of the  mortgage  loans  acquired  on behalf of the trust,  and  thereby
redeem the notes,  after the aggregate  principal  balance of the mortgage loans
and  properties  acquired in respect of the  mortgage  loans has been reduced to
less than 10% of the aggregate principal balance of the mortgage loans as of the
cut-off  date.  SEE  "THE  INDENTURE--OPTIONAL  REDEMPTION"  IN THIS  PROSPECTUS
SUPPLEMENT AND "DESCRIPTION OF THE SECURITIES--TERMINATION" IN THE PROSPECTUS.  

FEDERAL INCOME TAX CONSEQUENCES                                                 

It is  anticipated  that,  on the  closing  date,  100%  of the  Offered  Notes,
Subordinate  Notes,  Class X Notes and owner trust certificates will be acquired
by an entity  which is  classified  for  federal  income tax  purposes as a real
estate  investment  trust, or REIT,  directly or indirectly  through one or more
qualified REIT subsidiaries of such REIT or one or more entities  disregarded as
entities separate from such REIT or its qualified REIT subsidiaries. For so long
as 100% of the Offered Notes,  Subordinate  Notes, Class X Notes and owner trust
certificates  are held by such person,  the Offered Notes will not be considered
issued and outstanding for federal income tax purposes.                         

For so long as 100% of the Offered Notes,  Subordinate  Notes, Class X Notes and
owner trust certificates are owned by a REIT, directly or indirectly through one
or  more  qualified  REIT  subsidiaries  of such  REIT  or one or more  entities
disregarded  as  entities   separate  from  such  REIT  or  its  qualified  REIT
subsidiaries,  the trust will be disregarded as an entity separate from the REIT
for federal income tax purposes.  In the event that two or more classes of notes
are  transferred to third parties  unrelated to such REIT for federal income tax
purposes, such that those classes of notes are treated as issued and outstanding
for federal income tax purposes,  and such classes of notes are characterized as
indebtedness  for certain  federal  income tax  purposes  (as  described in this
prospectus supplement), it is anticipated that the trust would be classified for
federal  income tax  purposes  as one or taxable  mortgage  pools,  or TMPs.  In
general,  a TMP is treated as a separate  corporation  not  includible  with any
other  corporation  in a  consolidated  income  tax  return,  and is  subject to
corporate income taxation.  In such event,  however,  for so long as 100% of the
Offered Notes,  Subordinate  Notes,  Class X Notes and owner trust  certificates
(other  than any  Offered  Notes,  Subordinate  Notes or Class X Notes  that are
characterized  as  indebtedness  for  federal  income  tax  purposes)  are owned
exclusively by a REIT, directly or indirectly through one or more qualified REIT
subsidiaries  of such  REIT  or one or more  entities  disregarded  as  entities
separate from such REIT or its qualified REIT  subsidiaries,  the trust would be
treated as a qualified REIT subsidiary,  and, accordingly,  would not be subject
to federal income taxation as a corporation.                                    

SEE "FEDERAL INCOME TAX  CONSEQUENCES" IN THIS PROSPECTUS  SUPPLEMENT AND IN THE
PROSPECTUS.                                                                     

RATINGS                                                                         

It is a condition  to the issuance of the Offered  Notes that the Offered  Notes
receive  the  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, as set
forth on page S-4.                                                              

A security  rating does not address the frequency of prepayments on the mortgage
loans or the corresponding effect on yield to investors.                        

SEE "YIELD ON THE NOTES" AND "RATINGS" IN THIS PROSPECTUS  SUPPLEMENT AND "YIELD
CONSIDERATIONS" IN THE PROSPECTUS.                                              

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LEGAL INVESTMENT                                                                

The Offered Notes 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.                                                          

SEE "LEGAL INVESTMENT" IN THIS PROSPECTUS SUPPLEMENT AND IN THE PROSPECTUS.     

CONSIDERATIONS FOR BENEFIT PLAN INVESTORS                                       

The Offered  Notes may be eligible for purchase by persons  investing  assets of
employee benefit plans or individual  retirement accounts,  subject to important
considerations.  Plans should consult with their legal advisors before investing
in the notes.                                                                   

SEE  "CONSIDERATIONS  FOR BENEFIT PLAN INVESTORS" IN THIS PROSPECTUS  SUPPLEMENT
AND IN THE PROSPECTUS.                                                          

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RISK FACTORS

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

TAXATION OF THE TRUST.                                                          

               It is anticipated  that, on the closing date, 100% of the Offered
Notes,  Subordinate  Notes,  Class X Notes and owner trust  certificates will be
acquired by an entity which is classified  for federal  income tax purposes as a
real estate  investment  trust, or REIT,  directly or indirectly  through one or
more  qualified  REIT  subsidiaries  of  such  REIT  or  one  or  more  entities
disregarded  as  entities   separate  from  such  REIT  or  its  qualified  REIT
subsidiaries. For so long as 100% of the Offered Notes, Subordinate Notes, Class
X Notes and owner trust certificates are owned by such person, the trust will be
disregarded as an entity  separate from the REIT, and none of the Offered Notes,
Subordinate  Notes, Class X Notes or owner trust certificates will be treated as
issued and  outstanding,  in each case for federal  income tax purposes.  In the
event  that  two or more  classes  of notes  are  transferred  to third  parties
unrelated to such REIT for federal income tax purposes,  such that those classes
of notes are treated as issued and  outstanding for federal income tax purposes,
and such classes of notes are  characterized as indebtedness for certain federal
income  tax  purposes  (as  described  in  this  prospectus  supplement),  it is
anticipated  that the trust would be classified  for federal income tax purposes
as one or more taxable mortgage pools, or TMPs, for federal income tax purposes.
In general,  a TMP is treated as a separate  corporation not includible with any
other  corporation  in a  consolidated  income  tax  return,  and is  subject to
corporate  income  taxation.  In  such  event,  however,  so long as 100% of the
Offered Notes,  Subordinate  Notes,  Class X Notes and owner trust  certificates
(other  than any  Offered  Notes,  Subordinate  Notes or Class X Notes  that are
characterized  as  indebtedness  for federal income tax purposes) are owned by a
REIT,  directly or indirectly through one or more qualified REIT subsidiaries of
such REIT or one or more  entities  disregarded  as entities  separate from such
REIT or its qualified REIT  subsidiaries,  classification of the trust as one or
more TMPs will not cause it to be subject to corporate income taxation.  Rather,
the consequence of the  classification  of the trust as one or more TMPs is that
the  shareholders  of the  REIT  will be  required  to  treat a  portion  of the
dividends  they receive  from the REIT as though they were  "excess  inclusions"
with respect to a residual interest in a real estate mortgage investment conduit
within the meaning of Section 860D of the Code.                                 

               In the event that 100% of the Offered Notes,  Subordinate  Notes,
Class X Notes  and owner  trust  certificates  (other  than any  Offered  Notes,
Subordinate  Notes or Class X Notes that are  characterized  as indebtedness for
federal  income  tax  purposes)  are no  longer  owned  by a REIT,  directly  or
indirectly  through one or more qualified REIT  subsidiaries of such REIT or one
or  more  entities  disregarded  as  entities  separate  from  such  REIT or its
qualified  REIT  subsidiaries,  the trust would become subject to federal income
taxation as a  corporation  and would not be  permitted  to file a  consolidated
federal income tax return with any other corporation.  Pursuant to the indenture
and the trust agreement,  no transfer of the Offered Notes,  Subordinate  Notes,
Class X Notes or owner trust certificates  (other than, in general,  (a) offered
notes with  respect  to which (i) a  certificate  substantially  in the form set
forth in the Indenture has been  furnished to the  Securities  Administrator  or
(ii) a "will be debt"  opinion has been rendered by  nationally  recognized  tax
counsel and furnished to the Securities  Administrator  or (b) any Class X Notes
or  subordinate  notes with  respect to which a "will be debt"  opinion has been
rendered by nationally  recognized  tax counsel and furnished to the  Securities
Administrator,  in each case as set forth in the  Indenture)  will be permitted,
except  that 100% of the Offered  Notes,  Subordinate  Notes,  Class X Notes and
owner trust certificates may be transferred to another entity that qualifies for
federal income tax purposes as a REIT, directly or by transfer to or one or more
qualified REIT subsidiaries of such REIT or one or more entities  disregarded as
entities separate from such REIT or such qualified REIT subsidiaries, and except
that the  Offered  Notes,  Subordinate  Notes,  Class X Notes  and  owner  trust
certificates  may be                                                            

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pledged to secure  indebtedness and may be the subject of repurchase  agreements
treated as secured indebtedness for federal income tax purposes, and the Offered
Notes,  Subordinate  Notes,  Class X Notes or owner  trust  certificates  may be
transferred under any such related loan agreement or repurchase agreement upon a
default under any such indebtedness.                                            

               In the event that federal  income taxes are imposed on the trust,
the cash flow  available to make payments on the Offered Notes would be reduced.
In addition,  the need for cash to pay such taxes could result in a  liquidation
of the trust,  with a  consequential  redemption  of the Offered Notes at a time
earlier than anticipated.                                                       

INTEREST ONLY MORTGAGE LOANS WILL AFFECT THE YIELD AND WEIGHTED AVERAGE LIVES OF
THE OFFERED NOTES.                                                              

               Approximately  38.05%,  68.96% and 97.77% of the group I mortgage
loans, group II mortgage loans and group III mortgage loans,  respectively,  and
approximately  52.28% of the  mortgage  loans,  in the  aggregate,  require  the
borrowers to make monthly  payments only of accrued  interest for the first five
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 noteholders 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 Notes that are purchased at a discount.         

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

               The note  interest  rates on the Offered Notes on or prior to the
note rate change date is a fixed  interest rate subject to the  available  funds
rate as described in this prospectus  supplement.  Therefore,  the prepayment of
the mortgage loans may result in a lower available funds rate, which, in certain
circumstances, could result in a lower note interest rate for the Offered Notes,
resulting  in interest  shortfalls.  In  addition,  after the related  note rate
change date, the note interest rate will adjust based upon the  adjustable  note
interest rate as described in this prospectus supplement.  However, the mortgage
rates of some of the  mortgage  loans are based upon a different  index plus the
related  gross  margin,  and adjust  periodically  after an  initial  fixed-rate
period. The mortgage loans have varying gross margins, have interest rates which
reset at different  times and are subject to maximum  mortgage rates and minimum
mortgage rates. Thus, it is possible, for example, that the index on the Offered
Notes may rise during periods in which the related  mortgage  indices are stable
or falling or that,  even if both the index on the Offered Notes and the related
mortgage indices rise during the same period, the index on the offered notes may
rise much more rapidly  than the related  mortgage  indices.  If, on any payment
date,  the note  interest rate for the Offered Notes is limited to the available
funds rate,  the holders of the Offered  Notes will receive a smaller  amount of
interest  than  they  would  have  received  on that  payment  date had the note
interest rate not been calculated based on the available funds rate. If the note
interest  rate on the  Offered  Notes  is  limited  for any  payment  date,  the
resulting interest  shortfalls may be recovered by the holders of these notes on
the same  payment  date or on future  payment  dates to the extent  that on such
payment date or future  payment date there are interest  funds  remaining  after
certain other  payments on the Offered Notes and the payment of certain fees and
expenses of the trust.                                                          

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               The  multiple  class  structure  of the Offered  Notes causes the
yield of certain classes to be particularly sensitive to changes in the rates of
prepayment of the related mortgage loans and other factors.                     

               The yields to maturity on the Offered  Notes 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 payment date in September 2012, and possibly  thereafter,  all or a
disproportionately  large  percentage  of the principal  prepayments  (including
collections  upon defaults,  liquidations and repurchases) on the mortgage loans
will be allocated to the Offered Notes.                                         

SIMULTANEOUS SECOND LIEN RISK                                                   

               With  respect to  approximately  40.72% and 47.73% of the group I
mortgage  loans and group II mortgage  loans,  respectively,  and  approximately
41.05% of the mortgage  loans,  in the aggregate,  at the time of origination of
the  first  lien  mortgage  loan,  the  related  originator  or an  unaffiliated
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 is
approximately  71.20%, and the weighted average combined  loan-to-value ratio of
such mortgage loans  (including the second lien) is approximately  84.75%.  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  each  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  2.10%,  1.63% and  0.00% of the  group I  mortgage
loans, group II mortgage loans and group III mortgage loans,  respectively,  and
approximately  1.82% of the mortgage loans,  in the aggregate,  have an original
loan-to-value  ratio in excess of  80.00%.  None of the  mortgage  loans have 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 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                     

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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.

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

               The Offered Notes will not represent an interest in or obligation
of the depositor,  the owner trustee,  the servicers,  the master servicer,  the
seller, the indenture trustee or any of their respective affiliates. Neither the
Offered Notes nor the underlying mortgage loans will be guaranteed or insured by
any  governmental  agency or  instrumentality,  or by the  depositor,  the owner
trustee, the servicers,  the master servicer,  the seller, the indenture trustee
or any of their  respective  affiliates.  Proceeds of the assets included in the
trust will be the sole source of payments on the Offered  Notes,  and there will
be no recourse to the depositor,  the owner trustee,  the servicers,  the master
servicer,  the seller,  the  indenture  trustee or any other entity in the event
that these  proceeds  are  insufficient  or  otherwise  unavailable  to make all
payments provided for under the Offered Notes.                                  

POTENTIAL INADEQUACY OF CREDIT ENHANCEMENT FOR THE OFFERED NOTES.               

               The credit enhancement  features described in the summary of this
prospectus  supplement are intended to increase the  likelihood  that holders of
the Offered Notes will receive regular payments of interest and/or principal. If
delinquencies  or  defaults  occur on the  mortgage  loans,  none of the  master
servicer,  the  servicers  or any other entity will  advance  scheduled  monthly
payments of interest and principal on delinquent or defaulted  mortgage loans if
such  advances  are  deemed  unrecoverable.  None of the  depositor,  the  owner
trustee, the master servicer, the servicers, the securities  administrator,  the
indenture trustee or any of their respective affiliates will have any obligation
to replace or  supplement  any credit  enhancement,  or take any other action to
maintain  the ratings of the Offered  Notes.  If  substantial  losses occur as a
result of defaults and delinquent payments on the mortgage loans, the holders of
the Offered Notes may suffer losses.                                            

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THE RATE AND TIMING OF PRINCIPAL  PAYMENTS ON THE OFFERED NOTES WILL BE AFFECTED
BY PREPAYMENT SPEEDS.                                                           

               The rate and timing of payments  allocable  to  principal  on the
Offered Notes and  Subordinate  Notes will depend,  in general,  on the rate and
timing  of  principal  payments  (including  prepayments  and  collections  upon
defaults,  liquidations  and  repurchases) on the mortgage loans. As is the case
with  mortgage-backed  notes generally,  the Offered Notes and Subordinate Notes
are subject to substantial inherent cash-flow uncertainties because the 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
Offered Notes and, after a lockout period,  the Subordinate Notes 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 related  loan groups will result in a greater rate of
return of  principal  to  investors  in the Offered  Notes and,  after a lockout
period,  the Subordinate  Notes at a time when reinvestment at comparable yields
may not be possible.                                                            

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

               The  timing  and  commencement  of  principal  payments  and  the
weighted  average life of each such class of notes will be affected by the rates
of prepayment on the related mortgage loans.                                    

               As described in this prospectus supplement,  prior to the payment
date in September 2012, all principal  prepayments on the mortgage loans will be
allocated  to  the  Offered  Notes,  if  those  notes  are  still   outstanding.
Thereafter,  during certain periods,  subject to loss and delinquency  criteria,
the Senior Prepayment  Percentage may continue to be  disproportionately  large,
relative to the Senior  Percentage for the Offered Notes,  and the percentage of
principal  prepayments  payable  to the  Subordinate  Notes may  continue  to be
disproportionately  small.  To the extent  that no  principal  prepayments  or a
disproportionately  small  percentage of principal  prepayments  are paid on the
Subordinate  Notes,  the  subordination  afforded to the  Offered  Notes by such
Subordinate Notes, in the absence of losses allocated to such Subordinate Notes,
will be increased.  Notwithstanding the foregoing, if the Subordinate Percentage
for the Subordinate  Notes is equal to or greater than two times the Subordinate
Percentage  for such  Subordinate  Notes on the closing date,  such  Subordinate
Notes 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  Notes,  see "Yield on
the Notes" in this prospectus supplement, including the tables entitled "Percent
of Initial Note Principal Balance Outstanding."                                 

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

               The yield to  maturity  on the  Offered  Notes  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 note principal balances of
                    the Offered Notes and  Subordinate  Notes,  as well as other
factors;                                

               o    in the case of each class of notes, the applicable note rate
thereon from time to time;              

o    the applicable purchase price;               

           o    adjustments to the mortgage rates of the mortgage loans;

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

               In  general,  if the  Offered  Notes  or  Subordinate  Notes  are
purchased  at a premium  and  principal  payments on those notes 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 Offered Notes or Subordinate Notes are purchased at a discount and principal
payments on those notes 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 Notes
were  determined  based on a  number  of  assumptions,  including  a  prepayment
assumption of 25% CPR, in each case as described in this  prospectus  supplement
under  "Yield on the Notes" 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 Notes
will vary as  determined  at the time of sale.  See "Yield on the Notes" in this
prospectus supplement.                                                          

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
payment  on the next  payment  date.  Each  servicer  is  required  to cover any
shortfall in interest  collections  that is  attributable to prepayments in full
(with  respect to each  servicer)  or in full or in part (with  respect to Wells
Fargo)  on the  mortgage  loans for  which it acts as  servicer,  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 applicable servicing agreement.                                          

               Neither  the  master   servicer  nor  the  servicers  will  cover
shortfalls in interest collections due to the application of the Servicemembers'
Civil  Relief Act, or Relief  Act,  or due to the  application  of any state law
providing for similar relief.                                                   

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               Any prepayment  interest  shortfalls to the extent not covered by
compensating  interest paid by the related  servicer or the master  servicer and
any interest shortfalls resulting from the application of the Relief Act for any
payment date may cause  shortfalls  in amounts  available to pay interest on the
notes.  Any such shortfalls will be borne by the notes as described herein under
"Description of the Notes--Interest  Payments" and will not be reimbursed on any
future payment date.                                                            

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

               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  servicing  standard set forth in the
applicable servicing agreement, a servicer may defer, reduce or forgive payments
and delay  foreclosure  proceedings  in respect of mortgage  loans (for which it
acts as servicer) 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" 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 servicers.                                                                  

THE LIQUIDITY OF YOUR NOTES MAY BE LIMITED.                                     

               The underwriter  has no obligation to make a secondary  market in
the classes of Offered  Notes.  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 notes  readily or at prices that will enable you to
realize  your  desired  yield.  The  market  values of the  notes 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.                                                                   

THE  ACTIVITIES OF THE ISSUER MAY BE CHANGED,  WHICH MAY AFFECT  PAYMENTS ON THE
OFFERED NOTES.                                                                  

               Pursuant  to the trust  agreement,  the issuer will not engage in
any activity  other than (i)  acquiring  and holding the assets of the trust and
proceeds  therefrom,  (ii) issuing the notes, (iii) making payments on the notes
and (iv) engaging in other activities that are necessary, suitable or convenient
to accomplish  the foregoing or are incidental  thereto or connected  therewith.
Notwithstanding  the  foregoing,  the issuer,  at the  direction of the majority
holder of the owner trust  certificate,  may amend  permitted  activities of the
trust  subject to the  requirements  described  in this  prospectus  supplement,
including  obtaining  confirmation  from the rating agencies that such amendment
will not  result  in the  rating  of any  note to be  downgraded,  withdrawn  or
suspended.  If the  permitted  activities  of the  trust  are  changed  and such
activities are not  incidental or in furtherance of the activities  described in
this paragraph, the issuer may be subject to claims unrelated to the notes which
may  increase  the risk  that the  issuer  becomes  insolvent  and may  delay or
otherwise affect payments to the trust and the noteholders.                     

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POSSIBLE REDUCTION OR WITHDRAWAL OF RATINGS ON THE OFFERED NOTES.               

               Each  rating  agency  rating  the  Offered  Notes  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 Notes,  the liquidity and market value of the
affected Offered Notes is likely to be reduced.                                 

SUITABILITY OF THE OFFERED NOTES AS INVESTMENTS.                                

               The Offered Notes 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 Notes are complex  investments  that should be
considered only by investors who, either alone or with their financial,  tax and
legal  advisors,  have the  expertise to analyze the  prepayment,  reinvestment,
default  and  market  risk,  the  tax  consequences  of an  investment  and  the
interaction of these factors.                                                   

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

 USE OF PROCEEDS

               The seller will transfer the mortgage loans to the depositor, the
depositor  will convey the mortgage loans to the trust and the trust will pledge
the mortgage loans to the indenture  trustee,  in exchange for and  concurrently
with the delivery of the notes.  Net proceeds from the sale of the notes 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 notes,
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 notes 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 notes 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,  as of
the cut-off date.                                                               

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GENERAL                                                                         

               The  mortgage  pool will consist of 2,537  conventional,  one- to
four-family,   adjustable-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  $1,299,976,238,  after  application of scheduled
payments  due on or before the cut-off  date whether or not received and subject
to a  permitted  variance  of plus or minus 5%. The Group I Mortgage  Loans will
consist of 1,586  conventional,  one- to four-family,  adjustable-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
$766,593,528,  after  application  of  scheduled  payments  due on or before the
cut-off date whether or not received and subject to a permitted variance of plus
or minus 5%. The Group II Mortgage Loans will consist of 850 conventional,  one-
to  four-family,  adjustable-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  $463,828,706,  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 III Mortgage  Loans will
consist of 101 conventional, one- to four-family, adjustable-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  $69,554,004,  after
application  of scheduled  payments due on or before the cut-off date whether or
not  received  and  subject  to a  permitted  variance  of plus or minus 5%. The
mortgage loans have original terms to maturity of not greater than 30 years.    

               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 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 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  rate on each mortgage loan is the per annum rate of
interest  calculated as specified in the related  mortgage  note.  Each 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 mortgage  loan, the
mortgage  rate  thereon  is fixed for five  years and then  adjusts  monthly  or
annually as set forth in the related mortgage note. Approximately 38.05%, 68.96%
and 97.77% of the group I mortgage loans,  group II mortgage loans and group III
mortgage loans, respectively, and approximately 52.28% of the mortgage loans, in
the  aggregate,  require the borrowers to make monthly  payments only of accrued
interest  for  the  first  five  or ten  years  following  origination.  On each
adjustment  date for each  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  mortgage  loan and a fixed  percentage  amount  (or gross
margin) subject to the periodic and lifetime  limitations  described  below. See
"The Indices" below.                                                            

               Each of the mortgage loans will have been  originated  either (i)
by Wells Fargo Bank,  N.A. and will be  primarily  serviced by Wells Fargo Bank,
N.A.  or (ii) by First  Republic  Bank and will be  primarily  serviced by First
Republic Bank.                                                                  

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               The  mortgage  rate on each  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 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, as  applicable,  and the
maximum  mortgage rates, the mortgage rate on each 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  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 is set  forth  in the
following table:                                                                

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------
                         EARLIEST FIRST          EARLIEST STATED       LATEST STATED MATURITY     
                         PAYMENT DATE            MATURITY DATE                DATE                
--------------------------------------------------------------------------------------------------
                                                                                                  
Mortgage Loan             May 1, 2005            April 1, 2024            August 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 mortgage loans are buydown mortgage loans.

               Included below under  "--Mortgage  Loans  Statistics"  are tables
showing  the  "Credit  Scores" for the  related  mortgagors.  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 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.                                                         

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THE INDICES                                                                     

               The table below indicates, for the mortgage loans, the percentage
of such mortgage loans (by aggregate principal balance of the related loan group
as of the cut-off  date) for which the Index applies to the  calculation  of the
mortgage rate on such mortgage loans.                                           

                                   One-Year       One-Year         One-Month
                                   CMT            LIBOR            LIBOR
                                   ------------   -------------    -------------
Group I Mortgage Loans:               68.92%          31.08%           0.00%    
Group II Mortgage Loans:              82.17%          17.83%           0.00%    
Group III Mortgage Loans:             78.51%           0.00%          21.49%    

               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.                        

               The "One-Year  LIBOR" index will be a per annum rate equal to the
average of interbank offered rates for one-year U.S. dollar-denominated deposits
in the London market based on quotations of major banks as published in THE WALL
STREET  JOURNAL and are most recently  available as of the time specified in the
related mortgage note.                                                          

               The "One-Month LIBOR" index will be a per annum rate equal to the
average  of  interbank  offered  rates  for  one-month  U.S.  dollar-denominated
deposits in the London market based on quotations of major banks as published in
THE WALL STREET JOURNAL and are most recently available as of the time specified
in the related mortgage note.                                                   

MORTGAGE LOAN STATISTICS FOR ALL MORTGAGE LOANS                                 

               The  mortgage  loans  consist of 2,537  adjustable-rate  mortgage
loans with an initial fixed-rate period of five years following  origination and
with an  aggregate  outstanding  principal  balance  as of the  cut-off  date of
approximately $1,299,976,238,  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 remaining  terms of the mortgage  loans range from 224 months
to 360 months. The weighted average remaining term of the mortgage loans will be
approximately 345 months as of the cut-off date. The latest maturity date of any
mortgage loan is August 1, 2035.                                                

               The  average   principal   balance  of  the  mortgage   loans  at
origination was approximately $524,567. No mortgage loan had a principal balance
at   origination  of  greater  than   approximately   $2,108,000  or  less  than
approximately $65,000. The average principal balance of the mortgage loans as of
the cut-off date was  approximately  $512,407.  No mortgage loan had a principal
balance as of the cut-off date of greater than approximately  $2,108,000 or less
than approximately $54,879.                                                     

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               The  mortgage  loans had  mortgage  rates as of the cut-off  date
ranging from approximately  3.750% per annum to approximately  5.900% per annum,
and the weighted average mortgage rate was approximately 4.976% per annum. As of
the  cut-off  date,   the  mortgage   loans  had  gross  margins   ranging  from
approximately  1.950% per annum to  approximately  2.750%  per annum.  As of the
cut-off date,  the mortgage  loans had lifetime  maximum  mortgage rates ranging
from  approximately  8.750%  per annum to  approximately  12.950%  per annum and
lifetime minimum mortgage rates ranging from  approximately  1.950% per annum to
approximately  2.750% per annum.  As of the cut-off date,  the weighted  average
gross margin for the mortgage loans was  approximately  2.608% per annum.  As of
the cut-off date, the weighted  average  lifetime  maximum  mortgage rate of the
mortgage  loans was  approximately  10.047% per annum and the  weighted  average
lifetime  minimum mortgage rate of the mortgage loans was  approximately  2.608%
per annum.  The latest first rate  adjustment date following the cut-off date on
any mortgage  loan occurs in August 1, 2010 and the  weighted  average next rate
adjustment  date for the mortgage  loans  following  the cut-off date is May 15,
2009.                                                                           

               Approximately  47.31% of the mortgage loans have an interest only
period of five years following the date of origination.                         

               Approximately  4.54%  of the  mortgage  loans  have  a  provision
providing for the payment of a prepayment  penalty in connection  with principal
prepayments  within 36, 48 or 60 months  following  origination.  Any prepayment
penalties collected on the mortgage loans will be retained by First Republic and
will not be available for payment on the notes.                                 

               The weighted  average  loan-to-value  ratio at origination of the
mortgage loans was  approximately  69.17%.  No mortgage loan had a loan-to-value
ratio  at  origination   greater  than   approximately   100.00%  or  less  than
approximately 13.24%.                                                           

               The weighted average credit score of the mortgage loans for which
credit scores were available is approximately  736. The "Weighted  Average FICO"
column  heading in the tables below relating to the mortgage loans refers to the
weighted  average  credit  score of only the  mortgage  loans in the  applicable
subset for which credit scores were available.                                  

               The   mortgage   loans  are   expected  to  have  the   following
characteristics  as of the cut-off date, but investors  should note that the sum
in any column may not equal the total indicated due to rounding:                

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 PRINCIPAL BALANCES OF THE MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                     % OF AGGREGATE                                       
                                                                      OUTSTANDING                                         
                                                  AGGREGATE            PRINCIPAL         WEIGHTED                WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE    BALANCE AS OF        AVERAGE      WEIGHTED   AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     THE CUT-OFF      MORTGAGE RATE    AVERAGE   ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)          FICO     LTV (%) 
----------------------------------  ---------  ------------------  ---------------   ---------------  ---------  ---------
                                                                                                                          
    65,000 -     75,000...........       2     $      125,284.64         0.01%            5.000%          653      80.87% 
    75,001 -    100,000...........       7            611,290.63         0.05             4.967           735      69.64  
   100,001 -    125,000...........       8            869,856.42         0.07             4.913           714      67.10  
   125,001 -    150,000...........      12          1,599,275.13         0.12             5.021           713      70.28  
   150,001 -    175,000...........       7          1,112,362.40         0.09             5.000           720      71.43  
   175,001 -    200,000...........      14          2,587,451.15         0.20             5.155           721      77.36  
   200,001 -    225,000...........       7          1,438,694.89         0.11             5.185           717      76.21  
   225,001 -    250,000...........      10          2,287,994.74         0.18             5.037           735      63.94  
   250,000 -    275,000...........       4          1,042,506.33         0.08             5.000           707      74.52  
   275,001 -    300,000...........      10          2,765,264.55         0.21             5.246           741      58.81  
   300,001 -    333,700...........      34         10,501,842.50         0.81             5.047           737      67.99  
   333,701 -    350,000...........      54         17,594,118.81         1.35             4.975           736      62.45  
   350,001 -    400,000...........     510        189,346,822.22        14.57             4.976           734      72.08  
   400,001 -    500,000...........     824        364,480,331.74        28.04             4.972           736      70.90  
   500,001 -    600,000...........     458        244,398,515.87        18.80             4.974           734      71.96  
   600,001 -    700,000...........     252        158,943,212.04        12.23             4.967           736      69.50  
   700,001 -    800,000...........     108         79,804,952.07         6.14             4.990           736      66.88  
   800,001 -    900,000...........      49         41,151,350.87         3.17             4.975           732      65.23  
   900,001 -  1,000,000...........     122        117,614,929.66         9.05             4.973           736      58.44  
 1,000,001 -  1,500,000...........      33         41,189,392.89         3.17             4.936           748      68.86  
 1,500,001 -  2,108,000...........      12         20,510,788.58         1.58             5.059           745      61.40  
                                     -----     -----------------       ------                                             
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%          736      69.17% 
                                     =====     =================       ======                                             

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
    54,879 -    75,000............       4     $      255,320.19         0.02%            5.000%           713       74.34%  
    75,001 -   100,000............       8            705,064.19         0.05             4.972            732       72.35   
   100,001 -   125,000............      12          1,304,747.42         0.10             4.920            719       65.48   
   125,001 -   150,000............      13          1,787,149.78         0.14             5.018            725       70.06   
   150,001 -   175,000............       9          1,486,991.20         0.11             5.000            730       69.93   
   175,001 -   200,000............      18          3,393,567.22         0.26             5.118            715       74.56   
   200,001 -   225,000............       8          1,711,220.10         0.13             5.156            755       68.64   
   225,001 -   250,000............      12          2,872,134.40         0.22             5.029            717       62.55   
   250,001 -   275,000............       7          1,841,672.78         0.14             5.000            731       63.20   
   275,001 -   300,000............      16          4,640,401.48         0.36             5.147            751       63.23   
   300,001 -   333,700............      69         22,140,777.88         1.70             5.015            735       63.66   
   333,701 -   350,000............      55         18,832,979.23         1.45             4.985            736       66.88   
   350,001 -   400,000............     514        193,921,066.03        14.92             4.975            735       72.04   
   400,001 -   500,000............     813        365,844,446.37        28.14             4.973            736       71.13   
   500,001 -   600,000............     430        234,086,556.92        18.01             4.969            734       71.68   
   600,001 -   700,000............     234        150,273,459.82        11.56             4.970            736       69.97   
   700,001 -   800,000............     105         78,561,652.71         6.04             4.990            734       66.91   
   800,001 -   900,000............      47         40,275,840.06         3.10             4.974            733       64.37   
   900,001 - 1,000,000............     120        116,330,505.06         8.95             4.972            737       58.61   
 1,000,001 - 1,500,000............      32         40,453,407.62         3.11             4.922            749       69.02   
 1,500,001 - 2,108,000............      11         19,257,277.67         1.48             5.096            744       60.52   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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24th Page of 270
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 MORTGAGE RATES OF THE MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     MORTGAGE RATE (%)                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
3.750 - 3.999.....................       3     $    2,163,881.72         0.17%            3.803%           785       70.46%  
4.000 - 4.499.....................      29         14,353,982.95         1.10             4.296            746       73.77   
4.500 - 4.999.....................     194        110,410,323.66         8.49             4.732            743       72.68   
5.000 - 5.499.....................   2,292      1,165,706,472.45        89.67             5.005            735       68.79   
5.500 - 5.900.....................      19          7,341,577.35         0.56             5.617            731       68.51   
                                     -----     -----------------       ------                                                
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
  LOAN-TO-VALUE RATIO (%)             LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
13.24 -   15.00...................       2     $      731,543.40         0.06%            5.000%           776       13.62%  
15.01 -   20.00...................       4          2,157,500.50         0.17             5.000            777       18.09   
20.01 -   25.00...................      11          5,569,127.39         0.43             5.022            724       22.22   
25.01 -   30.00...................      24         12,731,884.71         0.98             4.954            735       28.14   
30.01 -   35.00...................      33         17,516,506.88         1.35             5.056            754       32.36   
35.01 -   40.00...................      45         26,914,262.41         2.07             4.996            733       37.88   
40.01 -   45.00...................      50         25,665,209.41         1.97             4.981            750       42.49   
45.01 -   50.00...................      66         37,346,959.02         2.87             5.000            740       47.94   
50.01 -   55.00...................      99         55,978,663.86         4.31             5.000            731       52.81   
55.01 -   60.00...................     165         95,302,965.65         7.33             4.998            736       57.86   
60.01 -   65.00...................     217        116,109,509.48         8.93             4.973            735       62.81   
65.01 -   70.00...................     338        183,758,422.01        14.14             4.979            735       68.31   
70.01 -   75.00...................     291        159,159,681.58        12.24             4.986            738       73.72   
75.01 -   80.00...................   1,130        537,377,140.75        41.34             4.960            736       79.56   
80.01 -   85.00...................      11          4,922,648.57         0.38             4.893            721       83.70   
85.01 -   90.00...................      34         12,500,329.80         0.96             4.989            698       89.39   
90.01 -   95.00...................      14          4,673,416.04         0.36             4.971            684       94.46   
95.01 - 100.00....................       3          1,560,466.67         0.12             5.000            779      100.00   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

MORTGAGED PROPERTY TYPES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     MORTGAGE PROPERTY                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Single Family.....................   2,147     $1,110,646,608.65        85.44%            4.972%           735       68.51%  
Condo.............................     319        152,912,759.28        11.76             5.005            738       73.55   
Co-Op.............................      29         13,821,843.51         1.06             5.063            746       68.00   
PUD...............................      25         12,395,821.08         0.95             4.889            735       75.64   
2-4 Family........................      17         10,199,205.61         0.78             4.939            728       69.63   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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424B5
25th Page of 270
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 OCCUPANCY STATUS OF THE MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      OCCUPANCY STATUS                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Owner Occupied....................   2,360     $1,211,645,428.64        93.21%            4.972%           735       69.38%  
Second Home.......................     156         78,740,499.03         6.06             5.001            742       66.58   
Investor..........................      21          9,590,310.46         0.74             5.223            737       64.95   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

LOAN PURPOSE OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        LOAN PURPOSE                  LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Purchase..........................   1,430     $  751,351,791.26        57.80%            4.957%           740       74.35%  
Rate/Term Refinance...............     782        389,509,373.28        29.96             4.998            731       63.06   
Cash Out Refinance................     325        159,115,073.59        12.24             5.008            728       59.69   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

 CREDIT SCORES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
       CREDIT SCORE                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
N/A...............................      19     $    9,374,842.80         0.72%            4.956%           N/A       73.99%  
600 - 624.........................      16          7,826,194.26         0.60             4.973            621       72.71   
625 - 649.........................      64         31,215,851.34         2.40             4.997            637       69.16   
650 - 674.........................     158         76,833,642.61         5.91             4.993            664       69.43   
675 - 699.........................     364        186,311,379.80        14.33             4.981            688       69.75   
700 - 724.........................     397        201,785,067.87        15.52             4.988            712       69.27   
725 - 749.........................     419        214,351,875.48        16.49             4.976            737       69.62   
750 - 774.........................     545        280,799,106.50        21.60             4.970            762       69.63   
775 - 799.........................     441        231,625,414.75        17.82             4.962            785       67.94   
800 - 824.........................     112         58,358,191.38         4.49             4.962            806       67.34   
825 - 833.........................       2          1,494,671.34         0.11             5.000            828       36.75   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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 ORIGINAL TERM TO MATURITY OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
  ORIGINAL TERM (MONTHS)              LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
240 - 240.........................       1     $      636,369.43         0.05%            5.000%           681       57.65%  
241 - 360.........................   2,536      1,299,339,868.70        99.95             4.976            736       69.18   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

REMAINING TERM OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
  REMAINING TERM (MONTHS)             LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
224 - 228.........................       1     $      636,369.43         0.05%            5.000%           681       57.65%  
313 - 324.........................       3          1,760,764.40         0.14             5.000            781       64.65   
325 - 336.........................     629        292,243,647.14        22.48             4.998            732       64.16   
337 - 348.........................     877        432,754,521.75        33.29             4.997            729       68.95   
349 - 360.........................   1,027        572,580,935.41        44.05             4.948            743       71.93   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

 GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES ON THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
          LOCATION                    LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
California........................   1,127     $  603,135,166.83        46.40%            4.988%           735       68.55%  
Florida...........................     134         70,656,231.41         5.44             4.969            733       68.96   
Virginia..........................     128         63,155,271.11         4.86             4.965            743       74.55   
New York..........................     103         59,536,076.69         4.58             5.022            746       64.69   
New Jersey........................     102         52,162,941.25         4.01             4.960            723       69.91   
Illinois..........................      84         41,462,654.49         3.19             4.973            730       69.87   
Colorado..........................      78         38,104,353.03         2.93             4.991            747       69.80   
Texas.............................      75         37,009,811.72         2.85             4.958            742       69.79   
Maryland..........................      62         31,234,302.30         2.40             4.973            741       70.58   
Washington........................      69         30,648,393.76         2.36             4.957            734       72.77   
Minnesota.........................      62         30,487,424.41         2.35             4.941            737       67.21   
Massachusetts.....................      58         29,993,820.61         2.31             4.972            751       67.75   
Georgia...........................      56         28,235,677.41         2.17             4.965            730       72.72   
Connecticut.......................      40         21,445,679.46         1.65             4.970            726       66.26   
Pennsylvania......................      34         16,123,370.08         1.24             4.879            730       69.84   
North Carolina....................      35         16,037,477.24         1.23             4.987            718       74.42   
Arizona...........................      33         15,434,454.63         1.19             4.963            730       69.96   
[Others]..........................     257        115,113,131.70         8.86             4.937            737       69.24   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      GROSS MARGIN (%)                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
1.950.............................      20     $   11,014,127.35         0.85%            5.382%           718       67.46%  
2.000.............................       2            682,000.00         0.05             4.921            717       80.00   
2.050.............................       2          1,859,600.00         0.14             5.434            688       57.82   
2.150.............................       1            187,500.00         0.01             5.900            661       75.00   
2.250.............................     658        320,771,383.21        24.68             4.953            733       66.99   
2.500.............................      74         55,186,776.71         4.25             4.937            754       72.14   
2.550.............................       2            624,000.00         0.05             5.355            706       45.67   
2.750.............................   1,778        909,650,850.86        69.97             4.980            736       69.82   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   MAXIMUM MORTGAGE RATE (%)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  8.750 -  8.999..................       2     $    1,014,335.34         0.08%            3.750%           797       70.98%  
  9.000 -  9.499..................      24         10,602,062.95         0.82             4.271            744       72.63   
  9.500 -  9.999..................     169         93,376,123.11         7.18             4.723            746       72.33   
 10.000 - 10.499..................   2,247      1,130,331,179.05        86.95             4.998            734       68.80   
 10.500 - 10.999..................      23         15,528,846.93         1.19             4.715            741       76.27   
 11.000 - 11.499..................      43         33,725,463.40         2.59             5.123            761       69.67   
 11.500 - 11.750..................       1            448,000.00         0.03             5.500            808       80.00   
 12.500 - 12.950..................      28         14,950,227.35         1.15             5.377            710       66.23   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   MINIMUM MORTGAGE RATE (%)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
1.950 - 1.999.....................      20     $   11,014,127.35         0.85%            5.382%          718        67.46%  
2.000 - 2.249.....................       5          2,729,100.00         0.21             5.338           693        64.54   
2.250 - 2.499.....................     658        320,771,383.21        24.68             4.953           733        66.99   
2.500 - 2.749.....................      76         55,810,776.71         4.29             4.942           754        71.85   
2.750 - 2.750.....................   1,778        909,650,850.86        69.97             4.980           736        69.82   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%          736        69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      NEXT ADJUSTMENT DATE            LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
April 2007........................       1     $      947,633.80         0.07%            5.000%           789       59.70%  
June 2007.........................       2            813,130.60         0.06             5.000            771       70.43   
September 2007....................      34         15,271,123.44         1.17             5.000            738       64.26   
October 2007......................      35         15,657,138.62         1.20             5.000            737       63.81   
November 2007.....................      59         27,342,345.47         2.10             5.000            741       63.95   
December 2007.....................      17          7,843,430.35         0.60             5.000            752       58.23   
January 2008......................      24         10,044,904.52         0.77             4.988            739       56.71   
February 2008.....................      20          8,613,175.24         0.66             4.974            744       64.00   
March 2008........................      42         18,549,520.76         1.43             5.000            727       66.44   
April 2008........................      90         40,785,121.61         3.14             4.999            736       65.42   
May 2008..........................     143         68,844,579.56         5.30             4.998            726       62.04   
June 2008.........................     112         52,684,917.86         4.05             5.000            728       66.49   
July 2008.........................      42         20,919,171.82         1.61             5.000            726       64.65   
August 2008.......................      11          5,688,217.89         0.44             4.963            728       73.29   
September 2008....................      54         26,393,537.69         2.03             4.995            707       70.99   
October 2008......................     115         56,403,563.52         4.34             4.989            734       67.14   
November 2008.....................     154         76,563,628.78         5.89             5.000            732       68.62   
December 2008.....................     100         48,315,289.15         3.72             5.000            729       66.49   
January 2009......................      89         44,572,219.75         3.43             5.000            725       66.58   
February 2009.....................      76         37,017,868.78         2.85             5.000            719       70.23   
March 2009........................      79         38,919,175.93         2.99             5.000            728       68.85   
April 2009........................      20          7,115,521.44         0.55             5.000            728       69.05   
May 2009..........................      37         15,986,417.42         1.23             4.965            714       69.56   
June 2009.........................      23         13,464,586.04         1.04             4.997            728       69.74   
July 2009.........................      45         24,391,071.28         1.88             5.033            744       70.05   
August 2009.......................      86         44,248,011.40         3.40             4.985            738       73.43   
September 2009....................      67         36,008,567.38         2.77             5.029            736       70.18   
October 2009......................      13          6,869,555.75         0.53             5.000            737       73.96   
November 2009.....................       5          3,541,337.68         0.27             5.109            687       75.81   
December 2009.....................      11          6,512,694.15         0.50             4.646            744       71.12   
January 2010......................     136         72,054,224.23         5.54             4.988            738       71.23   
February 2010.....................     126         67,816,703.46         5.22             5.005            739       71.88   
March 2010........................     118         66,823,926.23         5.14             5.003            738       68.52   
April 2010........................     137         77,574,561.32         5.97             4.963            748       72.45   
May 2010..........................      96         56,590,463.02         4.35             4.960            754       72.17   
June 2010.........................      89         52,821,738.48         4.06             4.947            741       72.89   
July 2010.........................     215        118,711,032.71         9.13             4.838            747       73.66   
August 2010.......................      14          7,256,131.00         0.56             4.813            747       73.65   
                                     -----     -----------------       ------                                                
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
   INITIAL PERIODIC RATE CAP         MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
              (%)                     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
None..............................      28     $   14,950,227.35         1.15%            5.377%           710       66.23%  
5.000.............................   2,436      1,230,422,234.07        94.65             4.973            735       69.08   
6.000.............................      73         54,603,776.71         4.20             4.931            756       72.14   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
    SUBSEQUENT PERIODIC RATE         MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
            CAP (%)                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
None..............................      28     $   14,950,227.35         1.15%            5.377%           710       66.23%  
2.000.............................   2,509      1,285,026,010.78        98.85             4.971            736       69.21   
                                     -----     -----------------       ------                                                
   Total or Weighted Average .....   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

 DOCUMENTATION TYPES OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                     % OF AGGREGATE                                           
                                                                        PRINCIPAL                                             
                                                   AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF    PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE    OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        DOCUMENTATION TYPE            LOANS      THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------   ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                              
Full Documentation................   1,471     $   777,013,378.98        59.77%            4.990%           729       70.56%  
Stated Income Documentation.......     983         479,189,738.12        36.86             4.952            747       67.66   
Stated Asset Documentation........      83          43,773,121.03         3.37             4.980            736       61.24   
                                     -----      -----------------       ------                                                
   Total or Weighted Average......   2,537     $ 1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     ==================       ======                                                

ORIGINAL INTEREST ONLY TERMS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
         IO TERM                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         (MONTHS)                     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
N/A...............................   1,314     $  620,411,128.84        47.72%            4.962%           730       67.20%  
59................................       1            486,529.78         0.04             5.000            693       79.99   
60................................   1,132        614,978,072.35        47.31             4.993            740       70.89   
120...............................      90         64,100,507.16         4.93             4.944            752       71.75   
                                     -----     -----------------       ------                                                
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

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 ORIGINATORS OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         ORIGINATOR                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Wells Fargo.......................   2,436     $1,230,422,234.07        94.65%            4.973%           735       69.08%  
First Republic....................     101         69,554,004.06         5.35             5.027            746       70.87   
                                     -----     -----------------       ------                                                
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

 INDEX OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
           INDEX                      LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
One-Year CMT......................   1,851     $  964,116,148.98        74.16%            4.977%           737       69.95%  
One-Year LIBOR....................     658        320,909,861.80        24.69             4.953            733       66.98   
One-Month LIBOR...................      28         14,950,227.35         1.15             5.377            710       66.23   
                                     -----     -----------------       ------                                                
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

 RATE ADJUSTMENT FREQUENCY OF THE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    RATE ADJUSTMENT FREQUENCY         LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Monthly...........................      28     $   14,950,227.35         1.15%            5.377%           710       66.23%  
Annually..........................   2,509      1,285,026,010.78        98.85             4.971            736       69.21   
                                     -----     -----------------       ------                                                
   Total or Weighted Average......   2,537     $1,299,976,238.13       100.00%            4.976%           736       69.17%  
                                     =====     =================       ======                                                

MORTGAGE LOAN STATISTICS FOR THE GROUP I MORTGAGE LOANS                         

         The Group I Mortgage  Loans consist of 1,586  adjustable-rate  mortgage
loans with an initial fixed-rate period of five years following  origination and
with an  aggregate  outstanding  principal  balance  as of the  cut-off  date of
approximately  $766,593,528,  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 remaining terms of the Group I Mortgage Loans range from 224 months
to 352 months. The weighted average remaining term of the Group I Mortgage Loans
will be  approximately  338 months as of the cut-off date.  The latest  maturity
date of any Group I Mortgage Loan is December 1, 2034.                          

         The  average  principal  balance  of the  Group  I  Mortgage  Loans  at
origination was approximately $500,090. No Group I Mortgage Loan had a principal
balance at  origination  of greater than  approximately  $1,500,000 or less than
approximately  $65,000.  The average  principal  balance of the Group I Mortgage
Loans as of the cut-off  date was  approximately  $483,350.  No Group I Mortgage
Loan                                                                            

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had a principal  balance as of the cut-off  date of greater  than  approximately
$1,500,000 or less than approximately $54,879.                                  

         The Group I Mortgage  Loans had  mortgage  rates as of the cut-off date
ranging from approximately  4.000% per annum to approximately  5.000% per annum,
and the weighted average mortgage rate was approximately 4.996% per annum. As of
the cut-off  date,  the Group I 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 Mortgage  Loans had lifetime  maximum  mortgage rates
ranging from approximately  9.000% per annum to approximately  10.000% 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 Mortgage Loans was approximately  2.595% per annum.
As of the cut-off date, the weighted  average  lifetime maximum mortgage rate of
the Group I Mortgage Loans was  approximately  9.996% per annum and the weighted
average  lifetime  minimum  mortgage  rate of the  Group I  Mortgage  Loans  was
approximately  2.595% per annum. The latest first rate adjustment date following
the cut-off date on any Group I Mortgage Loan occurs in December 1, 2009 and the
weighted  average  next  rate  adjustment  date for the Group I  Mortgage  Loans
following the cut-off date is October 3, 2008.                                  

         Approximately  37.99% of the Group I Mortgage  Loans  have an  interest
only period of five years following the date of origination.                    

         None of the Group I Mortgage  Loans have a provision  providing for the
payment of a prepayment penalty in connection with principal prepayments.       

         The weighted average  loan-to-value ratio at origination of the Group I
Mortgage  Loans  was  approximately  67.25%.  No  Group I  Mortgage  Loan  had a
loan-to-value  ratio at origination  greater than approximately  100.00% or less
than approximately 13.24%.                                                      

         The weighted  average  credit  score of the Group I Mortgage  Loans for
which credit scores were available is approximately  730. The "Weighted  Average
FICO" column  heading in the tables below relating to the Group I Mortgage Loans
refers to the weighted  average  credit score of only the Group I Mortgage Loans
in the applicable subset for which credit scores were available.                

         The  Group  I  Mortgage  Loans  are  expected  to  have  the  following
characteristics  as of the cut-off date, but investors  should note that the sum
in any column may not equal the total indicated due to rounding:                

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 PRINCIPAL BALANCES OF THE GROUP I MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                     % OF AGGREGATE                                       
                                                                      OUTSTANDING                                         
                                                  AGGREGATE            PRINCIPAL         WEIGHTED                WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE    BALANCE AS OF        AVERAGE      WEIGHTED   AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     THE CUT-OFF      MORTGAGE RATE    AVERAGE   ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)          FICO     LTV (%) 
----------------------------------  ---------  ------------------  ---------------   ---------------  ---------  ---------
                                                                                                                          
   65,000 -    75,000.............       2      $     125,284.64         0.02%            5.000%          653      80.87% 
   75,001 -   100,000.............       6            531,290.63         0.07             5.000           739      76.24  
  100,001 -   125,000.............       7            769,014.86         0.10             5.000           714      72.04  
  125,001 -   150,000.............       9          1,196,755.27         0.16             5.000           712      67.56  
  150,001 -   175,000.............       6            954,121.80         0.12             5.000           718      70.26  
  175,001 -   200,000.............       7          1,287,549.60         0.17             5.000           721      76.28  
  200,001 -   225,000.............       5          1,011,344.89         0.13             5.000           707      77.84  
  225,001 -   250,000.............       7          1,560,744.74         0.20             5.000           736      58.03  
  250,001 -   275,000.............       4          1,042,506.33         0.14             5.000           707      74.52  
  275,001 -   300,000.............       4          1,007,451.20         0.13             5.000           727      60.37  
  300,001 -   333,700.............      28          8,609,342.50         1.12             5.000           735      67.26  
  333,701 -   350,000.............      50         16,210,618.81         2.11             4.977           736      61.49  
  350,001 -   400,000.............     348        127,643,200.62        16.65             4.998           729      70.70  
  400,001 -   500,000.............     516        226,317,195.43        29.52             4.997           731      69.02  
  500,001 -   600,000.............     285        150,242,716.02        19.60             4.999           731      70.10  
  600,001 -   700,000.............     151         93,621,081.88        12.21             4.992           731      66.72  
  700,001 -   800,000.............      45         33,201,052.41         4.33             5.000           733      61.80  
  800,001 -   900,000.............      27         22,633,414.30         2.95             5.000           718      61.39  
  900,001 - 1,000,000.............      69         66,122,395.92         8.63             4.989           733      55.39  
1,000,001 - 1,500,000.............      10         12,506,445.92         1.63             5.000           722      62.94  
                                     -----      ----------------      -------                                             
    Total or Weighted Average.....   1,586      $ 766,593,527.77       100.00%            4.996%          730      67.25% 
                                     =====      ================      =======                                             

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

                                                         [Enlarge/Download Table]
                                                                                                                            

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
   54,879 -    75,000.............       4      $     255,320.19         0.03%            5.000%           713       74.34%  
   75,001 -   100,000.............       7            625,064.19         0.08             5.000            735       78.30   
  100,001 -   125,000.............      10          1,086,644.40         0.14             5.000            715       67.25   
  125,001 -   150,000.............      10          1,384,629.92         0.18             5.000            728       67.64   
  150,001 -   175,000.............       7          1,154,619.92         0.15             5.000            718       67.25   
  175,001 -   200,000.............      11          2,089,515.03         0.27             5.000            712       72.14   
  200,001 -   225,000.............       6          1,283,870.10         0.17             5.000            760       67.40   
  225,001 -   250,000.............       9          2,144,884.40         0.28             5.000            712       57.78   
  250,001 -   275,000.............       7          1,841,672.78         0.24             5.000            731       63.20   
  275,001 -   300,000.............      10          2,882,588.13         0.38             5.000            753       66.47   
  300,001 -   333,700.............      62         19,920,519.35         2.60             4.992            733       63.08   
  333,701 -   350,000.............      51         17,449,479.23         2.28             4.988            736       66.34   
  350,001 -   400,000.............     350        131,345,631.29        17.13             4.998            729       70.65   
  400,001 -   500,000.............     505        227,177,245.64        29.63             4.997            732       69.38   
  500,001 -   600,000.............     259        140,437,903.90        18.32             4.994            729       69.49   
  600,001 -   700,000.............     132         84,100,205.24        10.97             5.000            730       67.33   
  700,001 -   800,000.............      44         33,072,710.72         4.31             5.000            731       62.30   
  800,001 -   900,000.............      26         22,361,195.16         2.92             5.000            719       60.06   
  900,001 - 1,000,000.............      67         64,462,878.44         8.41             4.989            733       55.25   
1,000,001 - 1,500,000.............       9         11,516,949.74         1.50             5.000            721       63.30   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      MORTGAGE RATE (%)               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  4.000 -  4.499..................       3      $   1,371,514.21         0.18%            4.211%           747       66.44%  
  4.500 -  4.999..................      13          7,642,447.92         1.00             4.778            746       57.83   
  5.000 -  5.000..................   1,570        757,579,565.64        98.82             5.000            730       67.34   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    LOAN-TO-VALUE RATIO (%)           LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  13.24 -  15.00..................       2      $     731,543.40         0.10%            5.000%           776       13.62%  
  15.01 -  20.00..................       4          2,157,500.50         0.28             5.000            777       18.09   
  20.01 -  25.00..................       8          3,815,190.32         0.50             5.000            711       22.31   
  25.01 -  30.00..................      14          7,072,533.65         0.92             4.966            727       28.18   
  30.01 -  35.00..................      26         11,812,838.80         1.54             4.995            752       32.69   
  35.01 -  40.00..................      34         19,471,016.58         2.54             5.000            731       37.57   
  40.01 -  45.00..................      43         22,447,692.95         2.93             5.000            750       42.39   
  45.01 -  50.00..................      56         31,389,870.07         4.09             5.000            740       47.92   
  50.01 -  55.00..................      75         39,929,988.39         5.21             4.994            726       52.58   
  55.01 -  60.00..................     116         59,251,023.15         7.73             4.999            736       57.90   
  60.01 -  65.00..................     154         77,927,201.33        10.17             4.990            732       62.94   
  65.01 -  70.00..................     246        126,366,336.31        16.48             4.992            731       68.28   
  70.01 -  75.00..................     177         87,660,042.61        11.44             4.998            727       73.56   
  75.01 -  80.00..................     585        260,476,076.87        33.98             4.999            728       79.40   
  80.01 -  85.00..................       6          2,216,298.06         0.29             5.000            695       83.49   
  85.01 -  90.00..................      28          9,603,809.61         1.25             5.000            698       89.46   
  90.01 -  95.00..................      11          3,718,565.17         0.49             4.963            678       94.66   
  95.01 - 100.00..................       1            546,000.00         0.07             5.000            783      100.00   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

MORTGAGED PROPERTY TYPES OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      MORTGAGE PROPERTY               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Single Family.....................   1,407      $ 688,213,023.93        89.78%            4.996%           730       66.65%  
Condominium.......................     154         66,586,860.27         8.69             5.000            730       73.54   
2-4 Family........................      10          5,982,803.61         0.78             5.000            717       63.38   
PUD...............................      12          4,514,274.29         0.59             5.000            729       74.37   
Co-op.............................       3          1,296,565.67         0.17             5.000            799       55.05   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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 OCCUPANCY STATUS OF THE GROUP I MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      OCCUPANCY STATUS                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Owner Occupied....................   1,485      $ 718,582,312.90        93.74%            4.996%           730       67.40%  
Second Home.......................     101         48,011,214.87         6.26             4.998            740       64.95   
                                    ------      ----------------      -------                                                
   Total or Weighted Average......   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

LOAN PURPOSE OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        LOAN PURPOSE                  LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Purchase..........................     680      $ 336,053,554.90        43.84%            4.999%           733       73.73%  
Rate/Term Refinance...............     679        328,820,565.17        42.89             4.997            730       62.99   
Cash Out Refinance................     227        101,719,407.70        13.27             4.985            724       59.60   
                                    ------      ----------------      -------                                                
   Total or Weighted Average......   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

 CREDIT SCORES OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        CREDIT SCORE                  LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  N/A.............................      11      $   4,936,681.22         0.64%            5.000%           N/A       69.02%  
  600 - 624.......................      14          6,724,005.37         0.88             5.000            620       70.69   
  625 - 649.......................      59         28,543,539.56         3.72             4.995            637       68.79   
  650 - 674.......................     120         55,136,328.07         7.19             5.000            664       67.33   
  675 - 699.......................     243        118,442,552.85        15.45             4.999            688       68.67   
  700 - 724.......................     240        115,700,500.88        15.09             4.992            712       68.61   
  725 - 749.......................     265        131,982,411.28        17.22             5.000            736       68.12   
  750 - 774.......................     334        161,085,207.48        21.01             4.996            762       67.47   
  775 - 799.......................     247        118,978,443.35        15.52             4.993            785       63.65   
  800 - 824.......................      51         23,569,186.37         3.07             5.000            807       63.63   
  825 - 833.......................       2          1,494,671.34         0.19             5.000            828       36.75   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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 ORIGINAL TERM TO MATURITY OF THE GROUP I MORTGAGE LOANS

                                                         [Enlarge/Download Table]
                                                                                                                            

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    ORIGINAL TERM (MONTHS)            LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  240 - 240.......................       1      $     636,369.43         0.08%            5.000%           681       57.65%  
  241 - 360.......................   1,585        765,957,158.34        99.92             4.996            730       67.25   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

REMAINING TERM OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    REMAINING TERM (MONTHS)           LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  224 - 228.......................       1      $     636,369.43         0.08%            5.000%           681       57.65%  
  313 - 324.......................       3          1,760,764.40         0.23             5.000            781       64.65   
  325 - 336.......................     629        292,243,647.14        38.12             4.998            732       64.16   
  337 - 348.......................     872        428,719,207.75        55.93             4.995            728       68.97   
  349 - 352.......................      81         43,233,539.05         5.64             5.000            738       71.24   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
          LOCATION                    LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
California........................     735      $ 368,276,987.97        48.04%            4.997%           729       66.64%  
Virginia..........................      69         33,511,858.23         4.37             5.000            740       73.03   
Florida...........................      67         33,317,002.25         4.35             5.000            729       66.72   
New Jersey........................      66         31,214,999.84         4.07             4.991            712       67.96   
Texas.............................      58         28,095,241.75         3.66             5.000            738       69.01   
Colorado..........................      56         25,579,438.00         3.34             5.000            742       68.20   
Illinois..........................      54         24,463,468.12         3.19             4.993            723       69.25   
New York..........................      46         23,003,890.62         3.00             4.974            748       61.67   
Minnesota.........................      41         19,366,421.88         2.53             4.998            729       66.85   
Maryland..........................      38         18,980,388.86         2.48             5.000            739       68.21   
Massachusetts.....................      38         18,903,223.45         2.47             5.000            746       64.60   
Georgia...........................      38         16,858,612.59         2.20             5.000            735       74.15   
Connecticut.......................      27         14,108,246.01         1.84             5.000            725       62.62   
Washington........................      30         12,395,019.57         1.62             5.000            720       69.27   
North Carolina....................      22         10,281,206.96         1.34             5.000            714       73.98   
Michigan..........................      24          9,615,431.33         1.25             5.000            711       64.87   
Missouri..........................      23          9,482,007.54         1.24             4.978            726       70.87   
Arizona...........................      20          8,888,755.79         1.16             5.000            729       68.59   
[Others]..........................     134         60,251,327.01         7.86             4.993            734       65.61   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      GROSS MARGIN (%)                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
2.250.............................     503      $ 238,084,139.63        31.06%            4.991%           730       65.05%  
2.750.............................   1,083        528,509,388.14        68.94             4.999            731       68.24   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   MAXIMUM MORTGAGE RATE (%)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  9.000 -  9.499..................       3      $   1,371,514.21         0.18%            4.211%           747       66.44%  
  9.500 -  9.999..................      13          7,642,447.92         1.00             4.778            746       57.83   
 10.000 - 10.000..................   1,570        757,579,565.64        98.82             5.000            730       67.34   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
  MINIMUM MORTGAGE RATE (%)           LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  2.250 -  2.499..................     503      $ 238,084,139.63        31.06%            4.991%           730       65.05%  
  2.750 -  2.750..................   1,083        528,509,388.14        68.94             4.999            731       68.24   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    NEXT ADJUSTMENT DATE              LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
April 2007........................       1      $     947,633.80         0.12%            5.000%           789       59.70%  
June 2007.........................       2            813,130.60         0.11             5.000            771       70.43   
September 2007....................      34         15,271,123.44         1.99             5.000            738       64.26   
October 2007......................      35         15,657,138.62         2.04             5.000            737       63.81   
November 2007.....................      59         27,342,345.47         3.57             5.000            741       63.95   
December 2007.....................      17          7,843,430.35         1.02             5.000            752       58.23   
January 2008......................      24         10,044,904.52         1.31             4.988            739       56.71   
February 2008.....................      20          8,613,175.24         1.12             4.974            744       64.00   
March 2008........................      42         18,549,520.76         2.42             5.000            727       66.44   
April 2008........................      90         40,785,121.61         5.32             4.999            736       65.42   
May 2008..........................     143         68,844,579.56         8.98             4.998            726       62.04   
June 2008.........................     112         52,684,917.86         6.87             5.000            728       66.49   
July 2008.........................      42         20,919,171.82         2.73             5.000            726       64.65   
August 2008.......................      11          5,688,217.89         0.74             4.963            728       73.29   
September 2008....................      54         26,393,537.69         3.44             4.995            707       70.99   
October 2008......................     115         56,403,563.52         7.36             4.989            734       67.14   
November 2008.....................     154         76,563,628.78         9.99             5.000            732       68.62   
December 2008.....................     100         48,315,289.15         6.30             5.000            729       66.49   
January 2009......................      89         44,572,219.75         5.81             5.000            725       66.58   
February 2009.....................      76         37,017,868.78         4.83             5.000            719       70.23   
March 2009........................      79         38,919,175.93         5.08             5.000            728       68.85   
April 2009........................      20          7,115,521.44         0.93             5.000            728       69.05   
May 2009..........................      37         15,986,417.42         2.09             4.965            714       69.56   
June 2009.........................      23         13,464,586.04         1.76             4.997            728       69.74   
July 2009.........................      41         20,543,757.28         2.68             5.000            745       70.84   
August 2009.......................      85         44,060,011.40         5.75             4.984            738       73.41   
September 2009....................      63         33,640,167.38         4.39             5.000            738       70.90   
October 2009......................      13          6,869,555.75         0.90             5.000            737       73.96   
November 2009.....................       2            881,697.08         0.12             5.000            695       73.89   
December 2009.....................       3          1,842,118.84         0.24             5.000            750       66.04   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
   INITIAL PERIODIC RATE CAP         MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
              (%)                     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
5.000.............................   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
   SUBSEQUENT PERIODIC RATE          MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
           CAP (%)                    LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
2.000 ............................   1,586      $ 766,593,527.77      100.00%             4.996%           730       67.25%  
                                     -----      ----------------      ------                                                 
     Total or Weighted Average....   1,586      $ 766,593,527.77      100.00%             4.996%           730       67.25%  
                                     =====      ================      ======                                                 

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 DOCUMENTATION TYPES OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      DOCUMENTATION TYPE              LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
 Full Documentation...............   1,004      $ 492,691,377.63        64.27%            4.996%           724       69.18%  
 Stated Income Documentation .....     529        247,661,931.29        32.31             4.997            743       63.97   
 Stated Asset                                                                                                                
 Documentation....................      53         26,240,218.85         3.42             5.000            738       61.86   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

 INDEX OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
            INDEX                     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
One-Year CMT......................   1,083      $ 528,370,909.55        68.92%            4.999%           731       68.24%  
One-Year LIBOR....................     503        238,222,618.22        31.08             4.991            730       65.04   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....   1,586      $ 766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======      ================      =======                                                

 RATE ADJUSTMENT FREQUENCY OF THE GROUP I MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                     % OF AGGREGATE                                           
                                                                        PRINCIPAL                                             
                                                   AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF    PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE    OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
  RATE ADJUSTMENT FREQUENCY           LOANS      THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------   ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                              
Annually..........................   1,586     $   766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ------     ------------------      -------                                                
   Total or Weighted Average .....   1,586     $   766,593,527.77       100.00%            4.996%           730       67.25%  
                                    ======     ==================     =======                                                 

MORTGAGE LOAN STATISTICS FOR THE GROUP II MORTGAGE LOANS                        

         The Group II Mortgage  Loans  consist of 850  adjustable-rate  mortgage
loans with an initial fixed-rate period of five years following  origination and
with an  aggregate  outstanding  principal  balance  as of the  cut-off  date of
approximately  $463,828,706,  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  remaining  terms of the Group II  Mortgage  Loans  range  from 353
months  to 360  months.  The  weighted  average  remaining  term of the Group II
Mortgage  Loans will be  approximately  356 months as of the cut-off  date.  The
latest maturity date of any Group II Mortgage Loan is August 1, 2035.           

         The  average  principal  balance  of the  Group  II  Mortgage  Loans at
origination  was  approximately  $550,188.  No  Group  II  Mortgage  Loan  had a
principal  balance at  origination of greater than  approximately  $2,000,000 or
less than approximately  $80,000.  The average principal balance of the Group II
Mortgage Loans as of the cut-off date was  approximately  $545,681.  No Group II
Mortgage  Loan had a principal  balance as of the cut-off  date of greater  than
approximately $1,987,884 or less than approximately $80,000.                    

         The Group II Mortgage  Loans had mortgage  rates as of the cut-off date
ranging from approximately  3.750% per annum to approximately  5.000% per annum,
and the weighted average                                                        

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mortgage rate was  approximately  4.934% per annum.  As of the cut-off date, the
Group II 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 II
Mortgage Loans had lifetime  maximum  mortgage rates ranging from  approximately
8.750%  per  annum to  approximately  10.000%  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 II  Mortgage  Loans was  approximately  2.661%  per  annum.  As of the
cut-off date, the weighted  average  lifetime maximum mortgage rate of the Group
II Mortgage Loans was  approximately  9.934% per annum and the weighted  average
lifetime minimum mortgage rate of the Group II Mortgage Loans was  approximately
2.661% per annum.  The latest first rate  adjustment  date following the cut-off
date on any Group II  Mortgage  Loan  occurs in August 1, 2010 and the  weighted
average next rate  adjustment date for the Group II Mortgage Loans following the
cut-off date is April 6, 2010.                                                  

         Approximately  68.96% of the Group II  Mortgage  Loans have an interest
only period of five or ten years following the date of origination.             

         None of the Group II Mortgage Loans have a provision  providing for the
payment of a prepayment penalty in connection with principal prepayments.       

         The weighted average loan-to-value ratio at origination of the Group II
Mortgage  Loans  was  approximately  72.11%.  No  Group II  Mortgage  Loan had a
loan-to-value  ratio at origination  greater than approximately  100.00% or less
than approximately 21.74%.                                                      

         The  weighted  average  credit  score of the  mortgage  loans for which
credit scores were available is approximately  743. The "Weighted  Average FICO"
column  heading in the tables  below  relating  to the Group II  Mortgage  Loans
refers to the weighted  average credit score of only the Group II Mortgage Loans
in the applicable subset for which credit scores were available.                

         The  Group  II  Mortgage  Loans  are  expected  to have  the  following
characteristics  as of the cut-off date, but investors  should note that the sum
in any column may not equal the total indicated due to rounding:                

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PRINCIPAL BALANCES OF THE GROUP II MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                     % OF AGGREGATE                                       
                                                                      OUTSTANDING                                         
                                                  AGGREGATE            PRINCIPAL         WEIGHTED                WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE    BALANCE AS OF        AVERAGE      WEIGHTED   AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     THE CUT-OFF      MORTGAGE RATE    AVERAGE   ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)          FICO     LTV (%) 
----------------------------------  ---------  ------------------  ---------------   ---------------  ---------  ---------
                                                                                                                          
    80,000 -   100,000............       1      $      80,000.00         0.02%            4.750%          708      25.81% 
   100,001 -   125,000............       1            100,841.56         0.02             4.250           N/A      29.49  
   125,001 -   150,000............       2            271,269.86         0.06             5.000           687      80.00  
   175,001 -   200,000............       2            357,981.55         0.08             5.000           768      87.69  
   350,001 -   400,000............     155         59,084,421.60        12.74             4.932           745      74.81  
   400,001 -   500,000............     296        132,857,691.70        28.64             4.923           743      73.85  
   500,001 -   600,000............     165         89,688,549.85        19.34             4.922           741      74.89  
   600,001 -   700,000............      94         60,768,090.16        13.10             4.928           742      73.08  
   700,001 -   800,000............      55         40,608,065.66         8.75             4.954           740      70.82  
   800,001 -   900,000............      19         15,981,936.57         3.45             4.972           749      68.32  
   900,001 - 1,000,000............      47         45,659,524.81         9.84             4.968           740      61.69  
 1,000,001 - 1,500,000............      10         13,437,544.40         2.90             4.990           755      67.46  
 1,500,001 - 2,000,000............       3          4,932,788.58         1.06             4.787           770      62.06  
                                    ------      ----------------      -------                                             
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%          743      72.11% 
                                    ======      ================      =======                                             

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

                                                         [Enlarge/Download Table]
                                                                                                                            

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
    80,000 -   100,000............       1      $      80,000.00         0.02%            4.750%           708       25.81%  
   100,001 -   125,000............       2            218,103.02         0.05             4.519            758       56.65   
   125,001 -   150,000............       2            271,269.86         0.06             5.000            687       80.00   
   150,001 -   175,000............       1            174,130.68         0.04             5.000            802       80.00   
   175,001 -   200,000............       2            362,132.19         0.08             5.000            762       87.61   
   300,001 -   333,700............       1            327,758.53         0.07             5.000            785       54.41   
   350,001 -   400,000............     157         59,956,234.74        12.93             4.927            745       74.83   
   400,001 -   500,000............     296        133,361,756.12        28.75             4.926            743       73.89   
   500,001 -   600,000............     163         89,181,403.02        19.23             4.921            741       74.94   
   600,001 -   700,000............      95         61,619,214.58        13.28             4.929            742       72.93   
   700,001 -   800,000............      53         39,493,107.99         8.51             4.953            739       70.56   
   800,001 -   900,000............      18         15,378,644.90         3.32             4.971            749       68.06   
   900,001 - 1,000,000............      46         45,034,617.69         9.71             4.968            741       61.76   
 1,000,001 - 1,500,000............      11         14,691,055.31         3.17             4.948            755       68.10   
 1,500,001 - 1,987,884............       2          3,679,277.67         0.79             4.885            774       57.65   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     MORTGAGE RATE (%)                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  3.750 -  3.999..................       2      $   1,014,335.34         0.22%            3.750%           797       70.98%  
  4.000 -  4.499..................      21          9,230,548.74         1.99             4.280            743       73.55   
  4.500 -  4.999..................     155         84,584,128.81        18.24             4.730            745       73.67   
  5.000 -  5.000..................     672        368,999,693.41        79.56             5.000            743       71.71   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    LOAN-TO-VALUE RATIO (%)           LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  21.74 -  25.00..................       2      $   1,453,937.07         0.31%            5.000%           751       22.32%  
  25.01 -  30.00..................      10          5,659,351.06         1.22             4.939            745       28.10   
  30.01 -  35.00..................       4          2,296,668.08         0.50             5.000            747       32.12   
  35.01 -  40.00..................      11          7,443,245.83         1.60             4.985            738       38.70   
  40.01 -  45.00..................       7          3,217,516.46         0.69             4.846            751       43.15   
  45.01 -  50.00..................      10          5,957,088.95         1.28             5.000            740       48.03   
  50.01 -  55.00..................      21         12,007,175.47         2.59             4.945            761       52.98   
  55.01 -  60.00..................      44         31,526,128.50         6.80             4.946            735       57.60   
  60.01 -  65.00..................      57         34,749,559.15         7.49             4.906            742       62.59   
  65.01 -  70.00..................      83         50,771,830.39        10.95             4.958            744       68.37   
  70.01 -  75.00..................      90         53,949,396.01        11.63             4.954            752       73.83   
  75.01 -  80.00..................     495        247,224,621.09        53.30             4.924            742       79.72   
  80.01 -  85.00..................       5          2,706,350.51         0.58             4.805            750       83.88   
  85.01 -  90.00..................       6          2,896,520.19         0.62             4.952            699       89.16   
  90.01 -  95.00..................       3            954,850.87         0.21             5.000            707       93.68   
  95.01 - 100.00..................       2          1,014,466.67         0.22             5.000            777      100.00   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

 MORTGAGED PROPERTY TYPES OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     MORTGAGE PROPERTY                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Single Family.....................     696      $ 384,500,907.74        82.90%            4.925%           743       71.78%  
Condominium.......................     132         66,402,245.89        14.32             4.975            745       74.24   
Co-op.............................      13          7,630,216.23         1.65             4.979            745       67.10   
PUD...............................       5          2,735,184.44         0.59             5.000            714       75.00   
2-4 Family........................       4          2,560,152.00         0.55             5.000            731       77.89   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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OCCUPANCY STATUS OF THE GROUP II MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
       OCCUPANCY STATUS               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Owner Occupied....................     800      $ 435,311,616.03        93.85%            4.931%           743       72.29%  
Second Home.......................      48         27,652,364.16         5.96             4.972            746       69.44   
Investor..........................       2            864,726.11         0.19             4.875            765       62.94   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

 LOAN PURPOSE OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        LOAN PURPOSE                  LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Purchase..........................     670      $ 360,840,286.90        77.80%            4.917%           746       74.88%  
Rate/Term Refinance...............      96         53,875,808.11        11.62             4.991            732       64.22   
Cash Out Refinance................      84         49,112,611.29        10.59             4.996            737       60.41   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

CREDIT SCORES OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        CREDIT SCORE                  LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  N/A.............................       8      $   4,438,161.58         0.96%            4.906%           N/A       79.51%  
  600 - 624.......................       2          1,102,188.89         0.24             4.811            624       85.03   
  625 - 649.......................       4          2,089,311.78         0.45             4.884            639       73.20   
  650 - 674.......................      34         18,590,314.54         4.01             4.937            665       74.42   
  675 - 699.......................     111         58,435,906.95        12.60             4.928            688       73.11   
  700 - 724.......................     136         75,097,412.71        16.19             4.965            712       70.36   
  725 - 749.......................     140         75,783,979.60        16.34             4.930            737       71.59   
  750 - 774.......................     188        104,445,400.22        22.52             4.940            763       72.23   
  775 - 799.......................     173         95,643,325.02        20.62             4.927            785       72.36   
  800 - 819.......................      54         28,202,705.01         6.08             4.882            806       71.47   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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ORIGINAL TERM TO MATURITY OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    ORIGINAL TERM (MONTHS)            LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  360 - 360.......................     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

 REMAINING TERM OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   REMAINING TERM (MONTHS)            LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  353 - 360.......................     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
          LOCATION                    LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
California........................     327      $ 186,811,740.29        40.28%            4.973%           743       71.81%  
Florida...........................      67         37,339,229.16         8.05             4.941            737       70.95   
Virginia..........................      59         29,643,412.88         6.39             4.926            746       76.27   
New York..........................      41         25,120,104.93         5.42             4.989            748       66.52   
New Jersey........................      32         17,577,441.41         3.79             4.912            741       72.39   
Washington........................      37         17,302,174.19         3.73             4.909            743       74.88   
Illinois..........................      30         16,999,186.37         3.66             4.944            740       70.78   
Maryland..........................      24         12,253,913.44         2.64             4.931            744       74.26   
Colorado..........................      20         11,921,250.68         2.57             4.942            762       73.08   
Georgia...........................      18         11,377,064.82         2.45             4.914            722       70.60   
Minnesota.........................      21         11,121,002.53         2.40             4.841            751       67.85   
Massachusetts.....................      17          9,044,297.16         1.95             4.907            761       71.55   
Pennsylvania......................      18          8,504,019.62         1.83             4.785            735       75.56   
Texas.............................      16          8,466,569.97         1.83             4.792            753       71.83   
Nevada............................      16          7,942,484.18         1.71             4.832            752       75.73   
Arizona...........................      11          6,177,528.84         1.33             4.899            733       71.48   
North Carolina....................      13          5,756,270.28         1.24             4.963            727       75.21   
Connecticut.......................      10          5,725,033.45         1.23             4.874            713       72.58   
[Others]..........................      73         34,745,982.10         7.49             4.849            745       73.36   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      GROSS MARGIN (%)                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
2.250.............................     155      $  82,687,243.58        17.83%            4.843%           741       72.57%  
2.750.............................     695        381,141,462.72        82.17             4.953            743       72.01   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   MAXIMUM MORTGAGE RATE (%)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  8.750 -  8.999..................       2      $   1,014,335.34         0.22%            3.750%           797       70.98%  
  9.000 -  9.499..................      21          9,230,548.74         1.99             4.280            743       73.55   
  9.500 -  9.999..................     155         84,584,128.81        18.24             4.730            745       73.67   
 10.000 - 10.000..................     672        368,999,693.41        79.56             5.000            743       71.71   
                                    ------      ----------------      -------                                                
     Total or Weighted Average....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   MINIMUM MORTGAGE RATE (%)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
  2.250-   2.499..................     155      $  82,687,243.58        17.83%            4.843%           741       72.57%  
  2.750-   2.750..................     695        381,141,462.72        82.17             4.953            743       72.01   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   NEXT ADJUSTMENT DATE               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
January 2010......................     131      $  68,941,559.88        14.86%            4.999%           737       71.12%  
February 2010.....................     124         67,046,203.46        14.45             4.998            740       71.86   
March 2010........................     114         65,398,326.23        14.10             4.992            738       68.27   
April 2010........................     120         65,864,765.32        14.20             4.953            746       72.26   
May 2010..........................      77         42,047,648.83         9.07             4.886            748       73.87   
June 2010.........................      70         36,791,155.87         7.93             4.917            742       74.44   
July 2010.........................     201        110,884,042.71        23.91             4.840            749       73.52   
August 2010.......................      13          6,855,004.00         1.48             4.808            749       73.28   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
  INITIAL PERIODIC RATE CAP          MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
             (%)                      LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
5.000.............................     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
   SUBSEQUENT PERIODIC RATE          MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
          CAP (%)                     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
2.000.............................     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

DOCUMENTATION TYPES OF THE GROUP II MORTGAGE LOANS

                                                         [Enlarge/Download Table]
                                                                                                                            

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     DOCUMENTATION TYPE               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
 Stated Income Documentation......     454      $ 231,527,806.83        49.92%            4.903%           752       71.61%  
 Full Documentation...............     366        214,767,997.29        46.30             4.966            734       73.61   
 Stated Asset                                                                                                                
 Documentation....................      30         17,532,902.18         3.78             4.951            732       60.32   
                                    ------      ----------------      -------                                                
    Total or Weighted Average.....     850      $ 463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======      ================      =======                                                

INDEX OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
           INDEX                      LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
 One-Year CMT.....................     695     $ 381,141,462.72         82.17%            4.953%           743       72.01%  
 One-Year LIBOR...................     155        82,687,243.58         17.83             4.843            741       72.57   
                                    ------     ----------------       -------                                                
     Total or Weighted Average....     850     $ 463,828,706.30        100.00%            4.934%           743       72.11%  
                                    ======     ================       =======                                                

RATE ADJUSTMENT FREQUENCY OF THE GROUP II MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
  RATE ADJUSTMENT FREQUENCY           LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Annually..........................     850     $  463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ------     -----------------      -------                                                
    Total or Weighted Average.....     850     $  463,828,706.30       100.00%            4.934%           743       72.11%  
                                    ======     =================      =======                                                

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MORTGAGE LOAN STATISTICS FOR THE GROUP III MORTGAGE LOANS                       

               The Group  III  Mortgage  Loans  consist  of 101  adjustable-rate
mortgage  loans  with an  initial  fixed-rate  period  of five  years  following
origination  and  with an  aggregate  outstanding  principal  balance  as of the
cut-off  date of  approximately  $69,554,004,  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  remaining  terms of the Group III Mortgage  Loans range from
347 months to 360 months.  The weighted average  remaining term of the Group III
Mortgage  Loans will be  approximately  356 months as of the cut-off  date.  The
latest maturity date of any Group III Mortgage Loan is August 1, 2035.          

               The average  principal balance of the Group III Mortgage Loans at
origination  was  approximately  $693,300.  No  Group  III  Mortgage  Loan had a
principal  balance at  origination of greater than  approximately  $2,108,000 or
less than approximately $131,250. The average principal balance of the Group III
Mortgage Loans as of the cut-off date was approximately  $688,654.  No Group III
Mortgage  Loan had a principal  balance as of the cut-off  date of greater  than
approximately $2,108,000 or less than approximately $131,250.                   

               The Group III Mortgage Loans had mortgage rates as of the cut-off
date ranging from  approximately  3.850% per annum to  approximately  5.900% per
annum,  and the weighted  average  mortgage  rate was  approximately  5.027% per
annum.  As of the cut-off date,  the Group III Mortgage  Loans had gross margins
ranging from approximately  1.950% per annum to approximately  2.550% per annum.
As of the  cut-off  date,  the Group III  Mortgage  Loans had  lifetime  maximum
mortgage  rates  ranging from  approximately  9.850% per annum to  approximately
12.950% per annum and lifetime minimum mortgage rates ranging from approximately
1.950% per annum to approximately  2.550% per annum. As of the cut-off date, the
weighted average gross margin for the Group III Mortgage Loans was approximately
2.395% per annum. As of the cut-off date, the weighted  average lifetime maximum
mortgage  rate of the Group III  Mortgage  Loans was  approximately  11.362% per
annum and the weighted  average  lifetime minimum mortgage rate of the Group III
Mortgage  Loans was  approximately  2.395%  per  annum.  The  latest  first rate
adjustment date following the cut-off date on any Group III Mortgage Loan occurs
in August 1, 2010 and the  weighted  average next rate  adjustment  date for the
Group III Mortgage Loans following the cut-off date is March 21, 2010.          

               Approximately  97.77%  of the Group III  Mortgage  Loans  have an
interest only period of five or ten years following the date of origination.    

               Approximately  84.49%  of the  Group III  Mortgage  Loans  have a
provision  providing for the payment of a prepayment  penalty in connection with
principal  prepayments  within 36, 48 or 60 months  following  origination.  Any
prepayment  penalties collected on the Group III Mortgage Loans will be retained
by First Republic and will not be available for payment on the notes.           

               The weighted  average  loan-to-value  ratio at origination of the
Group III Mortgage Loans was  approximately  70.87%.  No Group III Mortgage Loan
had a loan-to-value  ratio at origination  greater than approximately  80.00% or
less than approximately 20.69%.                                                 

               The weighted average credit score of the Group III Mortgage Loans
for which credit  scores were  available  is  approximately  746. The  "Weighted
Average  FICO"  column  heading in the tables  below  relating  to the Group III
Mortgage Loans refers to the weighted average credit score of only the Group III
Mortgage Loans in the applicable subset for which credit scores were available. 

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               The Group III Mortgage  Loans are expected to have the  following
characteristics  as of the cut-off date, but investors  should note that the sum
in any column may not equal the total indicated due to rounding:                

 PRINCIPAL BALANCES OF THE GROUP III MORTGAGE LOANS AT ORIGINATION

                                                        [Enlarge/Download Table]

                                                                     % OF AGGREGATE                                       
                                                                      OUTSTANDING                                         
                                                  AGGREGATE            PRINCIPAL         WEIGHTED                WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE    BALANCE AS OF        AVERAGE      WEIGHTED   AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     THE CUT-OFF      MORTGAGE RATE    AVERAGE   ORIGINAL
        RANGES ($)                    LOANS     THE CUT-OFF DATE          DATE              (%)          FICO     LTV (%) 
----------------------------------  ---------  ------------------  ---------------   ---------------  ---------  ---------
                                                                                                                          
   131,250 -   150,000............       1       $    131,250.00         0.19%            5.250%          778      75.00% 
   150,001 -   175,000............       1            158,240.60         0.23             5.000           736      78.43  
   175,001 -   200,000............       5            941,920.00         1.35             5.425           703      74.91  
   200,001 -   225,000............       2            427,350.00         0.61             5.624           739      72.36  
   225,001 -   250,000............       3            727,250.00         1.05             5.115           733      76.62  
   275,001 -   300,000............       6          1,757,813.35         2.53             5.387           749      57.92  
   300,001 -   333,700............       6          1,892,500.00         2.72             5.258           746      71.33  
   333,701 -   350,000............       4          1,383,500.00         1.99             4.953           739      73.68  
   350,001 -   400,000............       7          2,619,200.00         3.77             4.877           748      77.99  
   400,001 -   500,000............      12          5,305,444.61         7.63             5.088           753      76.99  
   500,001 -   600,000............       8          4,467,250.00         6.42             5.163           729      75.45  
   600,001 -   700,000............       7          4,554,040.00         6.55             4.979           765      78.70  
   700,001 -   800,000............       8          5,995,834.00         8.62             5.176           721      68.28  
   800,001 -   900,000............       3          2,536,000.00         3.65             4.768           756      80.00  
   900,001 - 1,000,000............       6          5,833,008.93         8.39             4.826           744      67.65  
 1,000,001 - 1,500,000............      13         15,245,402.57        21.92             4.836           764      74.95  
 1,500,001 - 2,108,000............       9         15,578,000.00        22.40             5.146           737      61.19  
                                      ----       ---------------       ------                                             
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%          746      70.87% 
                                      ====       ===============       ======                                             

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         RANGES ($)                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
   131,250 -   150,000............       1       $    131,250.00         0.19%            5.250%           778       75.00%  
   150,001 -   175,000............       1            158,240.60         0.23             5.000            736       78.43   
   175,001 -   200,000............       5            941,920.00         1.35             5.425            703       74.91   
   200,001 -   225,000............       2            427,350.00         0.61             5.624            739       72.36   
   225,001 -   250,000............       3            727,250.00         1.05             5.115            733       76.62   
   275,001 -   300,000............       6          1,757,813.35         2.53             5.387            749       57.92   
   300,001 -   333,700............       6          1,892,500.00         2.72             5.258            746       71.33   
   333,701 -   350,000............       4          1,383,500.00         1.99             4.953            739       73.68   
   350,001 -   400,000............       7          2,619,200.00         3.77             4.877            748       77.99   
   400,001 -   500,000............      12          5,305,444.61         7.63             5.088            753       76.99   
   500,001 -   600,000............       8          4,467,250.00         6.42             5.163            729       75.45   
   600,001 -   700,000............       7          4,554,040.00         6.55             4.979            765       78.70   
   700,001 -   800,000............       8          5,995,834.00         8.62             5.176            721       68.28   
   800,001 -   900,000............       3          2,536,000.00         3.65             4.768            756       80.00   
   900,001 - 1,000,000............       7          6,833,008.93         9.82             4.836            748       69.46   
 1,000,001 - 1,500,000............      12         14,245,402.57        20.48             4.831            764       74.59   
 1,500,001 - 2,108,000............       9         15,578,000.00        22.40             5.146            737       61.19   
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====       ===============       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      MORTGAGE RATE (%)               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
3.850 - 3.999.....................       1       $  1,149,546.38         1.65%            3.850%           775       70.00%  
4.000 - 4.499.....................       5          3,751,920.00         5.39             4.366            753       76.96   
4.500 - 4.999.....................      26         18,183,746.93        26.14             4.723            734       74.33   
5.000 - 5.499.....................      50         39,127,213.40        56.25             5.156            753       69.14   
5.500 - 5.900.....................      19          7,341,577.35        10.56             5.617            731       68.51   
                                       ---       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                       ===       ===============       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     LOAN-TO-VALUE RATIO (%)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
20.69 -  25.00....................       1       $    300,000.00         0.43%            5.400%            764      20.69%  
30.01 -  35.00....................       3          3,407,000.00         4.90             5.304             766      31.35   
50.01 -  55.00....................       3          4,041,500.00         5.81             5.225             697      54.63   
55.01 -  60.00....................       5          4,525,814.00         6.51             5.338             737      59.04   
60.01 -  65.00....................       6          3,432,749.00         4.94             5.275             730      62.10   
65.01 -  70.00....................       9          6,620,255.31         9.52             4.890             745      68.42   
70.01 -  75.00....................      24         17,550,242.96        25.23             5.021             750      74.21   
75.01 -  80.00....................      50         29,676,442.79        42.67             4.922             751      79.51   
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%            746      70.87%  
                                      ====       ===============       ======                                                

MORTGAGED PROPERTY TYPES OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
        MORTGAGE PROPERTY             LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Single Family.....................      44       $ 37,932,676.98        54.54%            5.013%           749       69.18%  
Condo.............................      33         19,923,653.12        28.64             5.118            740       71.27   
PUD...............................       8          5,146,362.35         7.40             4.732            753       77.10   
Co-Op.............................      13          4,895,061.61         7.04             5.211            734       72.84   
2-4 Family........................       3          1,656,250.00         2.38             4.622            761       79.47   
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====       ===============       ======                                                

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 OCCUPANCY STATUS OF THE GROUP III MORTGAGE LOANS(1)

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      OCCUPANCY STATUS                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Owner Occupied....................      75       $ 57,751,499.71        83.03%            4.976%           748       71.97%  
Investor..........................      19          8,725,584.35        12.55             5.257            734       65.15   
Second Home.......................       7          3,076,920.00         4.42             5.324            731       66.43   
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====       ===============       ======                                                

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

LOAN PURPOSE OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
          LOAN PURPOSE                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Purchase..........................      80       $ 54,457,949.46        78.30%            4.966%           749       74.75%  
Cash Out Refinance................      14          8,283,054.60        11.91             5.358            720       56.54   
Rate/Term Refinance...............       7          6,813,000.00         9.80             5.112            754       57.26   
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====       ===============       ======                                                


 CREDIT SCORES OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
          CREDIT SCORE                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
649 - 649.........................       1       $    583,000.00        0.84%             5.500%            649      72.88%  
650 - 674.........................       4          3,107,000.00        4.47              5.190             657      76.74   
675 - 699.........................      10          9,432,920.00       13.56              5.095             689      62.55   
700 - 724.........................      21         10,987,154.28       15.80              5.096             710      68.71   
725 - 749.........................      14          6,585,484.60        9.47              5.021             738      76.92   
750 - 774.........................      23         15,268,498.80       21.95              4.916             763      74.59   
775 - 799.........................      21         17,003,646.38       24.45              4.947             785      73.11   
800 - 808.........................       7          6,586,300.00        9.47              5.168             804      62.93   
                                      ----       ---------------      ------                                                 
   Total or Weighted Average......     101       $ 69,554,004.06      100.00%             5.027%            746      70.87%  
                                      ====       ===============      ======                                                 

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 ORIGINAL TERM TO MATURITY OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      ORIGINAL TERM (MONTHS)          LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
360 - 360.........................     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====       ===============       ======                                                

REMAINING TERM OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   REMAINING TERM (MONTHS)            LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
347 - 348.........................       5      $   4,035,314.00         5.80%            5.218%           736       66.51%  
349 - 360.........................      96         65,518,690.06        94.20             5.015            747       71.13   
                                      ----      ----------------       ------                                                
   Total or Weighted Average......     101      $  69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====      ================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
         LOCATION                     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
California........................      65       $ 48,046,438.57        69.08%            4.981%           747       70.55%  
New York..........................      16         11,412,081.14        16.41             5.194            736       66.74   
New Jersey........................       4          3,370,500.00         4.85             4.924            727       75.04   
Massachusetts.....................       3          2,046,300.00         2.94             5.000            751       80.00   
Connecticut.......................       3          1,612,400.00         2.32             5.045            787       75.62   
Washington........................       2            951,200.00         1.37             5.270            776       80.00   
[Others]..........................       8          2,115,084.35         3.04             5.237            747       77.09   
                                      ----       ---------------       ------                                                
   Total or Weighted Average......     101       $ 69,554,004.06       100.00%            5.027%           746       70.87%  
                                      ====       ===============       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
      GROSS MARGIN (%)                LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
1.950.............................       20    $   11,014,127.35        15.84%            5.382%           718       67.46%  
2.000.............................        2           682,000.00         0.98             4.921            717       80.00   
2.050.............................        2         1,859,600.00         2.67             5.434            688       57.82   
2.150.............................        1           187,500.00         0.27             5.900            661       75.00   
2.500.............................       74        55,186,776.71        79.34             4.937            754       72.14   
2.550.............................        2           624,000.00         0.90             5.355            706       45.67   
                                     ------    -----------------       ------                                                
   Total or Weighted Average......      101    $   69,554,004.06       100.00%            5.027%           746       70.87%  
                                     ======    =================       ======                                                


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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     MAXIMUM MORTGAGE RATE (%)        LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
 9.850 -  9.999..................        1     $    1,149,546.38         1.65%            3.850%           775       70.00%  
10.000 - 10.499..................        5          3,751,920.00         5.39             4.366            753       76.96   
10.500 - 10.999..................       23         15,528,846.93        22.33             4.715            741       76.27   
11.000 - 11.499..................       43         33,725,463.40        48.49             5.123            761       69.67   
11.500 - 11.750..................        1            448,000.00         0.64             5.500            808       80.00   
12.500 - 12.950..................       28         14,950,227.35        21.49             5.377            710       66.23   
                                     -----     -----------------       ------                                                
   Total or Weighted Average.....      101     $   69,554,004.06       100.00%            5.027%           746       70.87%  
                                     =====     =================       ======                                                

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     MINIMUM MORTGAGE RATE (%)        LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
1.950 - 1.999.....................     20      $   11,014,127.35         15.84%           5.382%           718       67.46%  
2.000 - 2.249.....................      5           2,729,100.00          3.92            5.338            693       64.54   
2.500 - 2.550.....................     76          55,810,776.71         80.24            4.942            754       71.85   
                                     ----      -----------------       -------                                               
   Total or Weighted Average......    101      $   69,554,004.06        100.00%           5.027%           746       70.87%  
                                     ====      =================       =======                                               

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    NEXT ADJUSTMENT DATE              LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
July 2009........................       4      $    3,847,314.00          5.53%           5.211%           737       65.85%  
August 2009......................       1             188,000.00          0.27            5.350            700       80.00   
September 2009...................       4           2,368,400.00          3.41            5.445            702       59.95   
November 2009....................       3           2,659,640.60          3.82            5.145            686       76.45   
December 2009....................       8           4,670,575.31          6.72            4.506            741       73.13   
January 2010.....................       5           3,112,664.35          4.48            4.731            772       73.63   
February 2010....................       2             770,500.00          1.11            5.597            652       73.40   
March 2010.......................       4           1,425,600.00          2.05            5.506            763       80.00   
April 2010.......................      17          11,709,796.00         16.84            5.019            760       73.54   
May 2010.........................      19          14,542,814.19         20.91            5.174            774       67.25   
June 2010........................      19          16,030,582.61         23.05            5.016            741       69.32   
July 2010........................      14           7,826,990.00         11.25            4.815            724       75.57   
August 2010......................       1             401,127.00          0.58            4.900            708       80.00   
                                     ----      -----------------       -------                                               
   Total or Weighted Average.....     101      $   69,554,004.06        100.00%           5.027%           746       70.87%  
                                     ====      =================       =======                                               

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
   INITIAL PERIODIC RATE CAP (%)      LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
None............................        28     $   14,950,227.35         21.49%           5.377%           710       66.23%  
6.000...........................        73         54,603,776.71         78.51            4.931            756       72.14   
                                     -----     -----------------       -------                                               
   Total or Weighted Average....       101     $   69,554,004.06        100.00%           5.027%           746       70.87%  
                                     =====     =================       =======                                               

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

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
 SUBSEQUENT PERIODIC RATE CAP (%)     LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
None.............................      28      $  14,950,227.35         21.49%            5.377%           710       66.23%  
2.000............................      73         54,603,776.71         78.51             4.931            756       72.14   
                                     ----      ----------------        ------                                                
   Total or Weighted Average.....     101      $  69,554,004.06        100.00%            5.027%           746       70.87%  
                                     ====      ================        ======                                                

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 DOCUMENTATION TYPES OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
     DOCUMENTATION TYPE               LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Full Documentation...............     101      $  69,554,004.06         100.00%           5.027%           746       70.87%  
                                     ----      ----------------        -------                                               
   Total or Weighted Average.....     101      $  69,554,004.06         100.00%           5.027%           746       70.87%  
                                     ====      ================        =======                                               

ORIGINAL INTEREST ONLY TERMS OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
           IO TERM                   MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
           (MONTHS)                   LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
N/A.............................        3      $   1,548,142.14          2.23%            4.789%           730       69.32%  
60..............................       26         13,696,727.35         19.69             5.347            721       66.10   
120.............................       72         54,309,134.57         78.08             4.953            753       72.11   
                                     ----      ----------------        ------                                                
   Total or Weighted Average....      101      $  69,554,004.06        100.00%            5.027%           746       70.87%  
                                     ====      ================        ======                                                

 INDEX OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
           INDEX                      LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
One-Year CMT.....................       73     $  54,603,776.71          78.51%           4.931%           756       72.14%  
One-Month LIBOR..................       28        14,950,227.35          21.49            5.377            710       66.23   
                                     -----     ----------------        -------                                               
   Total or Weighted Average.....      101     $  69,554,004.06         100.00%           5.027%           746       70.87%  
                                     =====     ================        =======                                               

 RATE ADJUSTMENT FREQUENCY OF THE GROUP III MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                                    % OF AGGREGATE                                           
                                                                       PRINCIPAL                                             
                                                  AGGREGATE             BALANCE           WEIGHTED                  WEIGHTED 
                                    NUMBER OF   PRINCIPAL BALANCE     OUTSTANDING AS       AVERAGE       WEIGHTED    AVERAGE 
                                     MORTGAGE   OUTSTANDING AS OF     OF THE CUT-OFF    MORTGAGE RATE     AVERAGE    ORIGINAL
    RATE ADJUSTMENT FREQUENCY         LOANS     THE CUT-OFF DATE          DATE              (%)           FICO      LTV (%)  
----------------------------------  ---------  ------------------  ---------------   ---------------   ---------   --------- 
                                                                                                                             
Monthly.........................       28      $   14,950,227.35         21.49%           5.377%           710       66.23%  
Annually........................       73          54,603,776.71         78.51            4.931            756       72.14   
                                     ----      -----------------       -------                                               
   Total or Weighted Average....      101      $   69,554,004.06        100.00%           5.027%           746       70.87%  
                                     ====      =================       =======                                               


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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, the servicers, the indenture trustee, 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                                                          

               Approximately  94.65% of the mortgage  loans were  originated  by
Wells Fargo Bank, N.A. ("Wells  Fargo"),  a national  banking  association.  The
information  set forth below with regard to the  underwriting  standards  of the
mortgage  loans  originated and serviced by Wells Fargo has been provided to the
depositor by Wells Fargo as the related originator with respect to such mortgage
loans. Such mortgage loans are referred to in this prospectus  supplement as the
"Wells  Fargo  Mortgage  Loans".  The  remainder  of  the  mortgage  loans  were
originated by First  Republic,  and the  underwriting  standards of the mortgage
loans originated and serviced by First Republic has not been provided.          

               For  information  about Wells Fargo and its business  activities,
see "The Master Servicer and the Servicers-The Servicers-Wells Fargo Bank, N.A."
in this prospectus supplement.                                                  

               The Wells Fargo Underwriting  Guidelines evaluate the applicant's
credit standing and ability to repay the loan, as well as the value and adequacy
of the mortgaged property as collateral. The Wells Fargo Underwriting Guidelines
represent a balancing of several  factors that may affect the ultimate  recovery
of the loan amount,  including,  among others, the amount of the loan, the ratio
of the loan  amount to the  property  value  (i.e.,  generally  the lower of the
appraised  value  of  the  mortgaged  property  and  the  purchase  price),  the
borrower's means of support and the borrower's  credit history.  The Wells Fargo
Underwriting  Guidelines may vary according to the nature of the borrower or the
type of loan,  since  differing  characteristics  may be perceived as presenting
different levels of risk.                                                       

               Wells Fargo  supplements the mortgage loan  underwriting  process
with either its own proprietary  scoring system or scoring systems  developed by
third  parties  such as Freddie  Mac's Loan  Prospector,  Fannie  Mae's  Desktop
Underwriter  or  scoring  systems   developed  by  private  mortgage   insurance
companies.  These  scoring  systems  assist  Wells  Fargo in the  mortgage  loan
approval process by providing consistent,  objective measures of borrower credit
and certain loan attributes.  Such objective  measures are then used to evaluate
loan applications and assign each application a "mortgage score".               

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               The portion of the  mortgage  score  related to  borrower  credit
history is generally based on computer models developed by a third party.  These
models evaluate information  available from three major credit reporting bureaus
regarding historical patterns of consumer credit behavior in relation to default
experience  for similar  types of borrower  profiles.  A  particular  borrower's
credit  patterns  are then  considered  in order to derive a "FICO  score" which
indicates a level of default probability over a two-year period.                

               The mortgage score is used to determine the type of  underwriting
process  and  which  level  of  underwriter  will  review  the  loan  file.  For
transactions  that are  determined to be low-risk  transactions,  based upon the
mortgage  score and other  parameters  (including  the mortgage loan  production
source), the lowest underwriting  authority is generally required.  For moderate
and higher risk transactions, higher level underwriters and a full review of the
mortgage file are generally required. Borrowers who have a satisfactory mortgage
score (based upon the mortgage loan production  source) are generally subject to
streamlined  credit  review  (which  relies on the  scoring  process for various
elements of the underwriting  assessments).  Such borrowers may also be eligible
for a reduced documentation program and are generally permitted greater latitude
in the application of borrower total debt-to-income ratio.                      

               A prospective  borrower  applying for a mortgage loan is required
to  complete a detailed  application.  The loan  application  elicits  pertinent
information  about the applicant,  with  particular  emphasis on the applicant's
financial health (assets, liabilities,  income and expenses), the property being
financed and the type of loan desired. A self-employed applicant may be required
to submit his or her most recent signed federal income tax returns. With respect
to every  applicant,  credit  reports are  obtained  from  commercial  reporting
services, summarizing the applicant's credit history with merchants and lenders.
Generally,  significant unfavorable credit information reported by the applicant
or a credit  reporting  agency must be  explained by the  applicant.  The credit
review process  generally is streamlined for borrowers with a qualifying  credit
score.                                                                          

               Verifications of employment,  income,  assets or mortgages may be
used to  supplement  the loan  application  and the credit  report in reaching a
determination  as to  the  applicant's  ability  to  meet  his  or  her  monthly
obligations on the proposed  mortgage loan, as well as his or her other mortgage
payments  (if  any),  living  expenses  and  financial   obligations.   Mortgage
verification  involves  obtaining  information  regarding the borrower's payment
history  with  respect  to  any  existing   mortgage  the  applicant  may  have.
Verifications  of  income,  assets  or  mortgages  may be waived  under  certain
programs  offered by Wells Fargo,  but the Wells Fargo  Underwriting  Guidelines
require, in most instances, a verbal or written verification of employment to be
obtained.  In addition,  the loan  applicant may be eligible for a loan approval
process  permitting  reduced   documentation.   The   above-referenced   reduced
documentation options and waivers 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.                              

               Documentation  requirements  vary based upon a number of factors,
including the purpose of the loan, the amount of the loan, the ratio of the loan
amount to the property  value and the mortgage  loan  production  source.  Wells
Fargo  accepts  alternative  methods of  verification  in those  instances  when
verifications  are part of the  underwriting  decision;  for  example,  salaried
income may be substantiated either by means of a form independently prepared and
signed by the applicant's  employer or by means of the  applicant's  most recent
paystub and/or W-2. Loans  underwritten using alternative  verification  methods
are   considered   by  Wells  Fargo  to  have  been   underwritten   with  "full
documentation".                                                                 

               In general,  borrowers  applying for loans must  demonstrate that
the ratio of their total  monthly  debt to their  monthly  gross income does not
exceed certain maximum levels.  In the case of  adjustable-rate  mortgage loans,
the interest rate used to determine a mortgagor's  monthly  payment for purposes
of such ratios may, in certain cases, be the initial  mortgage  interest rate or
another interest rate, which, in either                                         

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case, is lower than the sum of the index rate that would have been applicable at
origination plus the applicable  margin. In the case of a mortgage loan referred
by Wells Fargo's  private  mortgage  banking  division,  for certain  applicants
referred  by  this  division,  qualifying  income  may  be  based  on an  "asset
dissipation"  approach  under which future income is projected  from the assumed
liquidation  of  a  portion  of  the  applicant's  specified  assets.  Secondary
financing is permitted on mortgage loans under certain  circumstances.  In those
cases, the payment  obligations  under both primary and secondary  financing are
included in the computation of the total debt to income ratio,  and the combined
amount of primary and  secondary  loans will be used to  calculate  the combined
loan-to-value   ratio.   In  evaluating  an   application   with  respect  to  a
"non-owner-occupied" property, which Wells Fargo defines as a property leased to
a third party by its owner (as distinct from a "second  home," which Wells Fargo
defines  as an  owner-occupied,  non-rental  property  that is not  the  owner's
principal  residence),  Wells Fargo will include  projected rental income net of
certain  mortgagor  obligations  and other  assumed  expenses  or loss from such
property to be included in the applicant's monthly gross income or total monthly
debt in calculating the foregoing  ratios.  A mortgage loan secured by a two- to
four-family mortgaged property is considered to be an owner-occupied property if
the  borrower  occupies  one of the units;  rental  income on the other units is
generally  taken into account in evaluating the borrower's  ability to repay the
mortgage loan.                                                                  

               Mortgage  loans  will not  generally  have had at  origination  a
loan-to-value  ratio in excess of 95%. The  "loan-to-value  ratio" is the ratio,
generally  expressed as a percentage,  of the  principal  amount of the mortgage
loan at  origination  to the lesser of (i) the  appraised  value of the  related
mortgaged  property,  as established by an appraisal  obtained by the originator
generally no more than four months  prior to  origination  (or,  with respect to
newly-constructed  properties, no more than twelve months prior to origination),
or (ii) the sale price for such property.  In some instances,  the loan-to-value
ratio is based on an  appraisal  that was obtained by the  originator  more than
four months prior to  origination,  provided that (i) a  recertification  of the
original  appraisal is obtained and (ii) the original  appraisal was obtained no
more than twelve months prior to origination. For the purpose of calculating the
loan-to-value  ratio of any mortgage loan that is the result of the  refinancing
of an existing  mortgage  loan,  the  appraised  value of the related  mortgaged
property is  generally  determined  by  reference  to an  appraisal  obtained in
connection  with the  origination of the  replacement  loan. In connection  with
certain of its originations,  Wells Fargo currently obtains  appraisals  through
Value Information  Technology,  Inc., an entity jointly owned by Wells Fargo and
an unaffiliated third party.                                                    

               Wells Fargo originates  mortgage loans with loan-to-value  ratios
in excess of 80%  either  with or  without  the  requirement  to obtain  primary
mortgage  insurance.  In some cases for which such primary mortgage insurance is
obtained,  the excess  over 75% (or such  lower  percentage  as Wells  Fargo may
require at origination) will be covered by primary mortgage  insurance  (subject
to certain  standard  policy  exclusions for default  arising from,  among other
things,  fraud or negligence in the origination or servicing of a mortgage loan,
including  misrepresentation  by the mortgagor or other persons  involved in the
origination  thereof) from an approved primary mortgage  insurance company until
the unpaid  principal  balance of the mortgage loan is reduced to an amount that
will  result in a  loan-to-value  ratio less than or equal to 80%.  In cases for
which  such  primary   mortgage   insurance  is  not   obtained,   loans  having
loan-to-value  ratios  exceeding  80% are  required  to be  secured  by  primary
residences  or  second  homes  (excluding  cooperatives).  Generally,  each loan
originated without primary mortgage insurance 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.               

               A borrower  whose mortgage loan is serviced by Wells Fargo may be
eligible  for Wells  Fargo's  retention  program.  Provided  such a borrower  is
current in his or her  mortgage  payment  obligations,  Wells Fargo may permit a
refinancing  of the  mortgage  loan to a current  market  interest  rate without
applying any significant borrower credit or property underwriting  standards. As
a result,  borrowers  who qualify  under the  retention  program may not need to
demonstrate  that their  total  monthly  debt  obligations  in                  

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relation to their monthly  income level does not exceed a certain  ratio;  Wells
Fargo may not obtain a current  credit  report for the  borrower  or apply a new
credit  score to the  refinanced  loan;  and the borrower may not be required to
provide  any  verifications  of current  employment,  income  level or extent of
assets.  In addition,  no current appraisal or indication of market value may be
required  with  respect  to the  properties  securing  mortgage  loans  that are
refinanced under the retention program.                                         

               Wells Fargo may also apply the retention  program to its existing
borrowers  who obtain  new  purchase  money  mortgage  loans  secured by primary
residences when the initial  principal  balance of the new loan would not exceed
200% of the original  principal  balance of the previous loan.  Borrowers may be
pre-approved under this program if they have a satisfactory payment history with
Wells  Fargo,  as well as a  satisfactory  FICO  score.  Wells  Fargo  may waive
verifications  of  borrower  income and assets  under this  program  and may not
impose any limitation on a borrower's  total debt ratio. A new appraisal will be
obtained with respect to the residence  securing the new purchase money mortgage
loan.                                                                           

YIELD ON THE NOTES

DELAY IN DISTRIBUTIONS ON THE OFFERED NOTES                                     

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

               o    on the first payment 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;

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

               o    during each  Interest  Accrual  Period  other than the first
                    Interest   Accrual  Period,   interest  accrues  on  a  Note
                    Principal  Balance  that is less  than  the  Note  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.  The  servicers  are  required  to cover any  shortfall  in interest
collections  that are  attributable to prepayments in full (with respect to each
servicer)  or in full or in part (with  respect to Wells  Fargo) on the mortgage
loans for which they act as servicer, 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 such shortfall which the related  servicer was required to
cover but which such servicer  defaulted in its obligation to cover.  The effect
of any  principal  prepayments  on the  mortgage  loans,  to the extent that any
Prepayment Interest Shortfalls exceed Compensating  Interest,  and the effect of
any shortfalls resulting from the application of the Relief Act or any state law
providing for similar relief, will be to reduce the                             

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aggregate amount of interest  collected that is available for payment to holders
of the Offered Notes.  Any such  shortfalls will be allocated among the notes as
provided  under  "Description  of  the  Notes-Interest  Distributions"  in  this
prospectus supplement.                                                          

GENERAL PREPAYMENT CONSIDERATIONS                                               

               The  rate  of  principal  payments  on  the  Offered  Notes,  the
aggregate  amount of payments on the Offered  Notes and the yield to maturity of
the  Offered  Notes  will be  related  to the rate and  timing  of  payments  of
principal on the 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 the
related  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 payment date in September  2012,  all principal  prepayments on the
mortgage loans will be allocated to the Offered Notes,  if those notes are still
outstanding. Thereafter, during certain periods, subject to loss and delinquency
criteria,   the  related  Senior  Prepayment   Percentage  may  continue  to  be
disproportionately  large,  relative to the related  Senior  Percentage  for the
Offered  Notes,  and the  percentage  of  principal  prepayments  payable to the
Subordinate Notes may continue to be disproportionately  small.  Notwithstanding
the  foregoing,  if the  Subordinate  Percentage is equal to or greater than two
times the Subordinate  Percentage on the closing date, the Subordinate Notes may
be  entitled  to  receive  payments  allocable  to  principal  based on a larger
percentage of principal prepayments on the mortgage loans.                      

               The  rate  of  principal  payments  on  the  Offered  Notes,  the
aggregate  amount of payments on the Offered  Notes and the yield to maturity of
the  Offered  Notes  will be  related  to the rate and  timing  of  payments  of
principal on the mortgage loans. The rate of principal  payments on the mortgage
loans will in turn be affected by the  amortization  schedules  of the  mortgage
loans  and by the rate of  principal  prepayments,  including  for this  purpose
prepayments  resulting from refinancing,  liquidations of the mortgage loans due
to defaults,  casualties,  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
will result in payments in respect of  principal  to the holders of the class or
the Offered Notes then entitled to receive such payments 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 given as to that
rate or the rate of  principal  prepayments.  The  extent  to which the yield to
maturity of the Offered  Notes 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 Notes is sensitive to
prepayments on the mortgage loans.  Further, an investor should consider, in the
case of any Offered Note  purchased  at a discount,  the risk that a slower than
anticipated rate of principal  payments on the 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 Note purchased at a premium, the risk that a faster than
anticipated rate of principal  payments on the 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                   

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mortgage  loans may  significantly  affect the actual  yield to  maturity on the
Offered Notes, 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  Notes.  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  Notes would not be fully
offset by a  subsequent  like  reduction  or increase  in the rate of  principal
payments.                                                                       

               Because  principal  distributions  are distributed to the Offered
Notes before other classes, holders of the Offered Notes having a later priority
of payment bear a greater risk of losses  (because such notes will  represent an
increasing  percentage  interest during the period prior to the  commencement of
payments of principal thereon) than holders of classes having earlier priorities
for payment of principal.  In  particular,  investors in the  Subordinate  Notes
should note that prior to the payment date in September  2016,  the  Subordinate
Notes may be entitled to receive  payments  allocable  to  principal  based on a
disproportionately  small  percentage of principal  prepayments  on the mortgage
loans.                                                                          

               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 may differ from that of other mortgage loans. There can be no certainty as
to the rate of  prepayments  on the mortgage loans during any period or over the
life of the notes.  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.

               As  described  under  "Description  of  the  Notes-Allocation  of
Losses; Subordination" in this prospectus supplement,  amounts otherwise payable
to holders of the Subordinate Notes may be made available to protect the holders
of the Offered Notes against  interruptions in payments due to certain mortgagor
delinquencies,  to the extent  not  covered by  Monthly  Advances,  and  amounts
otherwise  payable  to  holders of the  Subordinate  Notes with a lower  payment
priority  may be made  available  to protect the holders of related  Subordinate
Notes with a higher payment  priority  against such  interruptions  in payments.
Such  delinquencies  may affect the yield to investors of the Subordinate  Notes
and,  even if  subsequently  cured,  will  affect the  timing of the  receipt of
payments by the holders of the Subordinate Notes.                               

               In addition,  a larger than  expected  rate of  delinquencies  or
losses  will  affect  the  rate  of  principal  payments  on each  class  of the
Subordinate  Notes 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
Notes from payments of certain  portions of the Principal Funds allocable to the
Subordinate  Notes.  See  "Description  of the  Notes-Principal  Payments on the
Notes" in this prospectus supplement.                                           

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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.                             

NOTE INTEREST RATES                                                             

               The yields to maturity  on the Offered  Notes will be affected by
their Note Interest Rates.  The Note Interest Rates on the Offered Notes will be
sensitive to the adjustable  mortgage rates on the mortgage  loans. As a result,
these Note  Interest  Rates will be  sensitive  to the  indices on the  mortgage
loans,  any periodic  caps,  maximum and minimum  rates,  and the related  gross
margins.                                                                        

               The Note  Interest  Rate on each class of the Offered Notes on or
prior to the note rate  change  date is a fixed  interest  rate  subject  to the
related  Available Funds Rate.  Therefore the prepayment of the related mortgage
loans  may  result  in  a  lower  Available   Funds  Rate,   which,  in  certain
circumstances,  could result in a lower Note Interest  Rate for these notes.  In
addition,  after the note rate change date, the Note Interest Rate on each class
of the Offered Notes will adjust  annually based upon the value of the least of:
in the case of the Class A-1 Notes,  (i) the One-Year  U.S.  Treasury Note Index
plus 2.10% per annum,  (ii)  9.7435% per annum and (iii) the  related  Available
Funds Rate; in the case of the Class A-2 Notes,  (i) the One-Year U.S.  Treasury
Note Index plus 2.15% per annum,  (ii)  9.6815%  per annum and (iii) the related
Available Funds Rate; and, in the case of the Class A-3 Notes,  (i) the One-Year
U.S. Treasury Note Index plus 1.80% per annum, (ii) 10.9715% per annum and (iii)
the related  Available  Funds Rate.  However,  the mortgage rates of some of the
mortgage  loans are based upon a different  index plus the related gross margin,
and adjust  periodically  after an initial fixed-rate period. The mortgage loans
have varying gross margins,  have interest rates which reset at different  times
and are subject to maximum mortgage rates and minimum  mortgage rates.  Thus, it
is possible,  for example,  that the index on the Offered  Notes may rise during
periods in which the  related  mortgage  indices  are stable or falling or that,
even if both the index on the  Offered  Notes and the related  mortgage  indices
rise during the same period,  the index on the Offered  Notes may rise much more
rapidly than the related mortgage indices.                                      

               If, on any payment date,  the Note Interest Rate for any class of
the  Offered  Notes  is  limited  to  the  related  Available  Funds  Rate,  the
noteholders  will  receive a smaller  amount of  interest  than they  would have
received on that payment date had such Note  Interest  Rate not been  calculated
based on the related  Available  Funds Rate.  If the Note  Interest  Rate on any
class of Offered Notes is limited for any payment date,  the resulting  interest
shortfalls  may be recovered by the  noteholders  on the same payment date or on
future  payment date to the extent that on such  payment date or future  payment
date there are interest  funds  remaining  after certain other  payments on such
Offered Notes and the payment of certain fees and expenses of the Trust.        

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 paid to the  investor.  The weighted  average life of each
class of Offered Notes 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                        

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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.                   

               The tables  entitled  "Percent of Initial Note Principal  Balance
Outstanding"  indicate the percentage of the initial Note  Principal  Balance of
each class of Offered  Notes that would be  outstanding  after each of the dates
shown at various percentages of CPR and the corresponding weighted average lives
of  such  Offered  Notes.  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" on Annex II attached hereto;

               o    payments on the notes are received, in cash, on the 25th day
    of each month, commencing in September 2005;

               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  any   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
                    September  2005,  and are computed prior to giving effect to
    any prepayments received in the prior month;

               o    prepayments  representing  payment  in  full  of  individual
                    mortgage  loans are  received  on the last day of each month
                    commencing  in August  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    the One-Month LIBOR, One-Year LIBOR and One-Year CMT indices
                    remain  constant at 3.6094%  per annum,  3.87% per annum and
3.34% per annum, respectively;          

o    the notes are purchased on August 31, 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

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                    loan over the remaining  term to maturity  calculated at the
expiration of the interest only term;   

               o    after any applicable fixed-rate period following origination
                    and subject to applicable periodic and lifetime limitations,
                    each mortgage loan will have a mortgage rate  adjustment and
                    a monthly payment amount adjustment monthly or annually,  as
applicable; and                         

               o    the sum of the Servicing Fee Rate and the Administration Fee
                    Rate is  equal  to  0.2525%  (with  respect  to the  Group I
                    Mortgage Loans and the Group II Mortgage  Loans) and 0.2525%
                    (with respect to the Group III Mortgage Loans on or prior to
                    the adjustment  date) and 0.3775% (with respect to the Group
      III Mortgage Loans after the adjustment date).

               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 Note Principal  Balances  outstanding and the weighted  average lives of
each class of Offered Notes. 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,  the Offered Notes may mature  earlier or later
than  indicated by the table.  Based on the  foregoing  assumptions,  the tables
below indicate the weighted  average lives of each class of Offered  Notes,  and
set forth the  percentage  of the initial  Note  Principal  Balance of each such
class of Offered Notes 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 Note 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 NOTE PRINCIPAL BALANCE OUTSTANDING AT THE RESPECTIVE PERCENT OF CPR                                             

                                                                                  CLASS A-1 NOTES                                   
                                                     -------------------------------------------------------------------------------
          PAYMENT DATE                                      0%             15%           25%              35%            45%        
---------------------------------------------        -------------   --------------   -----------   ------------   -----------------
                                                                                                                                    
Initial Percentage ..........................              100%           100%           100%            100%           100%        
August 25, 2006 .............................               99             83             73              63             53         
August 25, 2007 .............................               98             70             53              39             28         
August 25, 2008 .............................               97             58             39              25             14         
August 25, 2009 .............................               95             48             29              16              8         
August 25, 2010 .............................               93             40             21              10              4         
August 25, 2011 .............................               92             33             15               6              2         
August 25, 2012 .............................               90             27             11               4              1         
August 25, 2013 .............................               87             23              8               3              1         
August 25, 2014 .............................               85             19              6               2              *         
August 25, 2015 .............................               83             16              4               1              *         
August 25, 2016 .............................               80             13              3               1              *         
August 25, 2017 .............................               77             11              2               *              *         
August 25, 2018 .............................               75              9              2               *              *         
August 25, 2019 .............................               71              7              1               *              *         
August 25, 2020 .............................               68              6              1               *              *         
August 25, 2021 .............................               65              5              1               *              *         
August 25, 2022 .............................               61              4              *               *              *         
August 25, 2023 .............................               57              3              *               *              *         
August 25, 2024 .............................               53              2              *               *              *         
August 25, 2025 .............................               48              2              *               *              *         
August 25, 2026 .............................               44              1              *               *              *         
August 25, 2027 .............................               39              1              *               *              *         
August 25, 2028 .............................               33              1              *               *              *         
August 25, 2029 .............................               28              1              *               *              *         
August 25, 2030 .............................               22              *              *               *              0         
August 25, 2031 .............................               15              *              *               *              0         
August 25, 2032 .............................                8              *              *               *              0         
August 25, 2033 .............................                2              *              *               *              0         
August 25, 2034 .............................                *              *              *               0              0         
August 25, 2035 .............................                0              0              0               0              0         
Weighted Average Life (years) to                                                                                                    
Maturity(1) .................................              18.18           5.32           3.22           2.19           1.59        
Weighted Average Life (years) to                                                                                                    
Optional Termination(1)(2) ..................              18.15           4.92           2.93           1.99           1.45        


-------                                                                         

*    If applicable,  represents a number less than one-half of one percent,  but
greater than zero.                                                    

(1)  The weighted  average life of a note is determined by (a)  multiplying  the
     amount of each payment of principal by the number of years from the date of
     issuance of the note to the related  payment  date,  (b) adding the results
     and (c) dividing the sum by the initial Note Principal Balance of the note.

(2)  Assumes an optional purchase of the mortgage loans on the earliest possible
payment date on which it is permitted.                                

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 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE OUTSTANDING AT THE RESPECTIVE PERCENT OF CPR                                             

                                                                                  CLASS A-2 NOTES                                   
                                                     -------------------------------------------------------------------------------
          PAYMENT DATE                                      0%             15%           25%              35%            45%        
---------------------------------------------        -------------   --------------   -----------   ------------   -----------------
                                                                                                                                    
Initial Percentage ..........................              100%           100%           100%            100%           100%        
August 25, 2006 .............................              100             84             74              63             53         
August 25, 2007 .............................               99             70             54              40             28         
August 25, 2008 .............................               98             59             40              25             15         
August 25, 2009 .............................               98             49             29              16              8         
August 25, 2010 .............................               97             41             22              10              4         
August 25, 2011 .............................               95             34             16               7              2         
August 25, 2012 .............................               93             29             12               4              1         
August 25, 2013 .............................               92             24              9               3              1         
August 25, 2014 .............................               89             20              6               2              *         
August 25, 2015 .............................               87             16              5               1              *         
August 25, 2016 .............................               85             14              3               1              *         
August 25, 2017 .............................               82             11              2               *              *         
August 25, 2018 .............................               80              9              2               *              *         
August 25, 2019 .............................               77              8              1               *              *         
August 25, 2020 .............................               74              6              1               *              *         
August 25, 2021 .............................               71              5              1               *              *         
August 25, 2022 .............................               67              4              *               *              *         
August 25, 2023 .............................               64              3              *               *              *         
August 25, 2024 .............................               60              3              *               *              *         
August 25, 2025 .............................               56              2              *               *              *         
August 25, 2026 .............................               51              2              *               *              *         
August 25, 2027 .............................               47              1              *               *              *         
August 25, 2028 .............................               42              1              *               *              *         
August 25, 2029 .............................               37              1              *               *              *         
August 25, 2030 .............................               31              1              *               *              0         
August 25, 2031 .............................               25              *              *               *              0         
August 25, 2032 .............................               19              *              *               *              0         
August 25, 2033 .............................               12              *              *               *              0         
August 25, 2034 .............................                5              *              *               *              0         
August 25, 2035 .............................                0              0              0               0              0         
Weighted Average Life (years) to                                                                                                    
Maturity(1) .................................              19.85          5.49           3.29            2.22            1.61       
Weighted Average Life (years) to                                                                                                    
Optional Termination(1)(2) ..................              19.67          5.04           2.98            2.01            1.46       


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

*    If applicable,  represents a number less than one-half of one percent,  but
greater than zero.                                                    

(1)  The weighted  average life of a note is determined by (a)  multiplying  the
     amount of each payment of principal by the number of years from the date of
     issuance of the note to the related  payment  date,  (b) adding the results
     and (c) dividing the sum by the initial Note Principal Balance of the note.

(2)  Assumes an optional purchase of the mortgage loans on the earliest possible
payment date on which it is permitted.                                

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 PERCENT OF INITIAL NOTE PRINCIPAL BALANCE OUTSTANDING AT THE RESPECTIVE PERCENT OF CPR                                             

                                                                                  CLASS A-3 NOTES                                   
                                                     -------------------------------------------------------------------------------
          PAYMENT DATE                                      0%             15%           25%              35%            45%        
---------------------------------------------        -------------   --------------   -----------   ------------   -----------------
                                                                                                                                    
Initial Percentage ..........................              100%           100%           100%            100%           100%        
August 25, 2006 .............................              100             84             74              64             53         
August 25, 2007 .............................              100             71             54              40             28         
August 25, 2008 .............................              100             60             40              25             15         
August 25, 2009 .............................              100             50             30              17              8         
August 25, 2010 .............................              100             42             22              11              4         
August 25, 2011 .............................               99             36             17               7              2         
August 25, 2012 .............................               99             30             13               4              1         
August 25, 2013 .............................               98             26              9               3              1         
August 25, 2014 .............................               98             22              7               2              *         
August 25, 2015 .............................               97             18              5               1              *         
August 25, 2016 .............................               94             15              4               1              *         
August 25, 2017 .............................               91             12              3               *              *         
August 25, 2018 .............................               88             10              2               *              *         
August 25, 2019 .............................               85              8              1               *              *         
August 25, 2020 .............................               81              7              1               *              *         
August 25, 2021 .............................               78              6              1               *              *         
August 25, 2022 .............................               74              4              1               *              *         
August 25, 2023 .............................               70              4              *               *              *         
August 25, 2024 .............................               65              3              *               *              *         
August 25, 2025 .............................               61              2              *               *              *         
August 25, 2026 .............................               56              2              *               *              *         
August 25, 2027 .............................               51              1              *               *              *         
August 25, 2028 .............................               45              1              *               *              *         
August 25, 2029 .............................               40              1              *               *              *         
August 25, 2030 .............................               34              1              *               *              0         
August 25, 2031 .............................               27              *              *               *              0         
August 25, 2032 .............................               20              *              *               *              0         
August 25, 2033 .............................               13              *              *               *              0         
August 25, 2034 .............................                5              *              *               *              0         
August 25, 2035 .............................                0              0              0               0              0         
Weighted Average Life (years) to                                                                                                    
Maturity(1) .................................              21.21          5.68           3.35             2.25           1.62       
Weighted Average Life (years) to                                                                                                    
Optional Termination(1)(2) ..................              21.02          5.19           3.02             2.03           1.47       


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

*    If applicable,  represents a number less than one-half of one percent,  but
greater than zero.                                                    

(1)  The weighted  average life of a note is determined by (a)  multiplying  the
     amount of each payment of principal by the number of years from the date of
     issuance of the note to the related  payment  date,  (b) adding the results
     and (c) dividing the sum by the initial Note Principal Balance of the note.

(2)  Assumes an optional purchase of the mortgage loans on the earliest possible
payment 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 each class of Offered Notes will conform to any of the weighted
average lives set forth in the immediately  preceding tables.  Furthermore,  the
information contained in the table with respect to the weighted average lives of
each  class of  Offered  Notes 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 NOTES                                      

               If each class of Subordinate  Notes with a lower payment priority
has been  reduced  to zero,  the yield to  maturity  of the  remaining  class of
Subordinate  Notes  with the  lowest  payment  priority  will  become  extremely
sensitive  to losses on the  mortgage  loans (and the timing  thereof)  that are
covered by  subordination  because the entire amount of any Realized Losses will
be  allocated to those notes.  Investors in the  Subordinate  Notes 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  Notes,
their Note  Principal  Balances  will be  reduced  by the  amount so  allocated.
Therefore,  the amounts of Realized Losses  allocated to the  Subordinate  Notes
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
Note  Principal  Balance of the most senior  classes of notes to which  Realized
Losses have been allocated may be increased.                                    

DESCRIPTION OF THE NOTES

GENERAL                                                                         

               The notes will consist of eleven  classes of notes  designated as
the Class A-1,  Class A-2,  Class A-3, Class M, Class B-1, Class B-2, Class B-3,
Class X, Class B-4,  Class B-5 and Class B-6. Only the Class A-1,  Class A-2 and
Class A-3 Notes are offered by this prospectus supplement.                      

               Payments  on the  Offered  Notes  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 September 2005.                                      

               The Offered  Notes will have the initial Note  Principal  Balance
(subject to the  indicated  permitted  variance)  and Note  Interest Rate as set
forth or  described  in the table  appearing  in the summary of this  prospectus
supplement and as described under "--Note Rates" below.                         

               The  Subordinate  Notes have in the  aggregate  an  initial  Note
Principal Balance of approximately $52,094,238,  subject to a permitted variance
of plus or minus 5%. The Subordinate  Notes, which are not being offered by this
prospectus supplement, will be sold by the depositor to Citigroup Global Markets
Inc. on the closing date.                                                       

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               Each  class of  Offered  Notes  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  payments  to  holders  of the  notes,  other  than the final
payment on any class of notes, will be made on each payment date by or on behalf
of  Citibank,  as paying  agent,  to the  persons  in whose  names the notes are
registered  at the close of business on each record  date.  With  respect to the
Offered  Notes,  the  record  date for each  payment  date  will be the close of
business on the business day immediately  preceding such payment, for so long as
such  notes  are  book-entry  notes  as  described  under  "Registration  of the
Book-Entry  Notes"  below.  Payments  will be made either by check mailed to the
address of each  noteholder  as it appears in the note  register or upon written
request to Citibank in its  capacity as note  registrar  at least five  business
days prior to the relevant  record date by any holder of notes by wire  transfer
in immediately available funds to the account of the noteholder specified in the
request.  The final  payment on any class of notes will be made in like  manner,
but only upon  presentment  and  surrender of the related notes at the corporate
trust office of Citibank, as note registrar,  or other location specified in the
notice to noteholders of the final payment.                                     

REGISTRATION OF THE BOOK-ENTRY NOTES                                            

               Each class of Offered  Notes will be  book-entry  notes.  Persons
acquiring beneficial ownership interests in the book-entry notes are referred to
as note owners and will hold their notes 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  notes will be issued in one or
more notes which equal the aggregate  Note  Principal  Balance of such notes 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 notes in minimum  denominations of $100,000.  Except as described
below,  no note owner  acquiring a book-entry note will be entitled to receive a
physical,  or  definitive,   note  representing  such  note.  Unless  and  until
definitive  notes are issued,  it is anticipated that the only noteholder of the
Offered  Notes will be Cede & Co.,  as nominee of DTC.  Note  owners will not be
noteholders  as that  term  is  used in the  indenture.  Note  owners  are  only
permitted to exercise their rights indirectly through DTC and DTC participants. 

               The note owner's  ownership of a book-entry note will be recorded
on the  records  of the  brokerage  firm,  bank,  thrift  institution  or  other
financial intermediary that maintains the note owner's account for such purpose.
In turn, the financial  intermediary's ownership of such book-entry note 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.     

               Note owners will  receive all  distributions  of principal of and
interest on the  book-entry  notes from the  securities  administrator  (or from
Citibank  in  its  capacity  as  paying  agent  on  behalf  of  the   securities
administrator) through DTC and DTC participants.  While the book-entry notes 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                                

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participants on whose behalf it acts with respect to the book-entry notes and is
required to receive and transmit distributions of principal of, and interest on,
the book-entry notes. DTC participants and indirect  participants with whom note
owners have accounts with respect to book-entry notes are similarly  required to
make book-entry  transfers and receive and transmit such distributions on behalf
of their  respective  note owners.  Accordingly,  although  note owners will not
possess notes representing  their respective  interests in the book-entry notes,
the  rules  of DTC  provide  a  mechanism  by which  note  owners  will  receive
distributions and will be able to transfer their interest.                      

               Note owners  will not  receive or be  entitled  to receive  notes
representing  their respective  interests in the book-entry notes,  except under
the limited circumstances described below. Unless and until definitive notes are
issued,  note owners who are not DTC  participants  may  transfer  ownership  of
book-entry  notes only through DTC  participants  and indirect  participants  by
instructing  such  DTC  participants  and  indirect   participants  to  transfer
book-entry  notes,  by book-entry  transfer,  through DTC for the account of the
purchasers of such  book-entry  notes,  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 notes 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 note 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
notes,  whether held for its own account or as a nominee for another person.  In
general,  beneficial  ownership of book-entry notes will be subject to the rules
of DTC, as in effect from time to time.                                         

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

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

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

               Clearstream's  customers are  world-wide  financial  institutions
including  underwriters,  securities brokers and dealers, banks, trust companies
and clearing corporations.  Clearstream's United States customers are limited to
securities   brokers  and  dealers  and  banks.   Currently,   Clearstream   has
approximately 2,500 customers located in over 60 countries,  including all major
European  countries,   Canada,  and  the  United  States.   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 notes 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 notes to specific  securities  clearance
accounts.  The Euroclear  Operator acts under the Terms and  Conditions  only on
behalf of  Euroclear  participants,  and has no record of or  relationship  with
persons holding through Euroclear participants.                                 

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               Distributions  on the  book-entry  notes  will  be  made  on each
payment date by the securities  administrator (or by Citibank in its capacity as
paying agent on behalf of the securities  administrator)  to Cede & Co. DTC will
be responsible  for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with DTC's normal procedures. Each DTC
participant  will be responsible for disbursing such payments to the note owners
of the book-entry  notes 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 note owners of the book-entry notes that it represents. 

               Under a book-entry  format,  note owners of the book-entry  notes
may experience some delay in their receipt of payments, since such payments will
be forwarded by the securities  administrator (or by Citibank in its capacity as
paying  agent  on  behalf  of  the  securities  administrator)  to  Cede  &  Co.
Distributions  with respect to notes 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 note owner to pledge  book-entry  notes to persons or entities that
do not  participate  in the  depository  system,  or  otherwise  take actions in
respect of such  book-entry  notes,  may be limited  due to the lack of physical
notes for the book-entry notes. In addition, issuance of the book-entry notes in
book-entry  form may reduce the liquidity of such notes in the secondary  market
since certain  potential  investors may be unwilling to purchase notes for which
they cannot obtain physical notes.                                              

               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 note 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 notes of such note owners are credited.                 

               DTC has advised the securities  administrator  and Citibank that,
unless and until definitive notes are issued, DTC will take any action permitted
to be taken by the holders of the  book-entry  notes under the indenture only at
the direction of one or more financial  intermediaries to whose DTC accounts the
book-entry  notes are  credited,  to the extent  that such  actions are taken on
behalf of financial intermediaries whose holdings include such book-entry notes.
Clearstream or the Euroclear  Operator,  as the case may be, will take any other
action  permitted to be taken by a noteholder under the indenture 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  notes  which  conflict  with  actions  taken  with  respect to other
book-entry notes.                                                               

               Definitive  notes will be issued to note owners of the book-entry
notes, or their nominees, rather than to DTC or its nominee, only if: (a) DTC or
the depositor  advises the securities  administrator or Citibank 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 notes
and the depositor,  the securities administrator or Citibank (in its capacity as
paying agent on behalf of the  securities  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  servicing  agreement,  note  owners  having
percentage  interests  aggregating  not less  than 51% of the  book-entry  notes
advise  Citibank on behalf of the securities  administrator  and DTC through the
financial   intermediaries   and  the  DTC  participants  in  writing  that  the
continuation  of a book-entry  system  through DTC, or a successor to DTC, is no
longer in the best interests of note owners.                                    

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               Upon  the  occurrence  of  any  of the  events  described  in the
immediately  preceding paragraph,  the securities  administrator or Citibank (in
its capacity as note registrar on behalf of the securities  administrator)  will
be required to notify all note  owners of the  occurrence  of such event and the
availability  through DTC of  definitive  notes.  Upon  surrender  by DTC of the
global note or notes  representing  the book-entry  notes and  instructions  for
re-registration,  the securities  administrator  (or Citibank in its capacity as
paying  agent on  behalf  of the  securities  administrator)  on  behalf  of the
indenture  trustee will issue  definitive  notes,  and thereafter the securities
administrator and Citibank will recognize the holders of the definitive notes as
noteholders under the indenture and the servicing agreement.                    

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

               None of the depositor,  the master servicer,  the servicers,  the
indenture  trustee,  the securities  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  notes held by Cede & Co., as
nominee  for DTC,  or for  maintaining,  supervising  or  reviewing  any records
relating to such beneficial ownership interests.                                

GLOSSARY                                                                        

"ACCRUED NOTE  INTEREST":  With respect to the notes of any class on any payment
date,  an amount  equal to the amount of  interest  accrued  during the  related
Interest  Accrual  Period  at the  applicable  Note  Interest  Rate on the  Note
Principal  Balance or  notional  amount of such note  immediately  prior to such
payment date,  less (1) in the case of an Offered Note,  such class's share,  if
any, of (a) Prepayment  Interest  Shortfalls on the mortgage,  to the extent not
covered by  Compensating  Interest  paid by the  related  servicer or the master
servicer,  (b) interest  shortfalls  on the mortgage  loans  resulting  from the
application  of the Relief Act or similar state law and (c) after the Cross-Over
Date, the interest  portion of any Realized Losses on the mortgage loans and (2)
in the case of a Subordinate Note or a Class X Note, such Class's share, if any,
of (a) Prepayment  Interest  Shortfalls on the mortgage loans, to the extent not
covered by  Compensating  Interest  paid by the  related  servicer or the master
servicer,  (b) interest  shortfalls  on the mortgage  loans  resulting  from the
application of the Relief Act or similar state law and (c) the interest  portion
of any Realized Losses on the mortgage loans. Prepayment Interest Shortfalls and
interest  shortfalls  resulting  from the  application of the Relief Act will be
allocated  among the notes in  proportion to the amount of Accrued Note Interest
that  would have been  allocated  thereto  in the  absence  of such  shortfalls.
Accrued Note  Interest on the notes will be calculated on the basis of a 360-day
year consisting of 30-day months.                                               

"ADMINISTRATION AGREEMENT": The Administration Agreement, dated as of August 31,
2005,  among the issuer,  the depositor,  the securities  administrator  and the
owner trustee.                                                                  

"ADMINISTRATION FEE RATE": 0.0025% per annum.                                   

"AGREEMENTS":  The Servicing Agreement, the Wells Fargo Servicing Agreement, the
First Republic  Servicing  Agreement,  the Indenture,  the Trust Agreement,  the
Mortgage Loan Purchase Agreement, the Custodial Agreement and the Administration
Agreement.                                                                      

"AVAILABLE  FUNDS":  For any payment date with  respect to each Loan Group,  the
Interest Funds and the Principal Funds for such Loan Group.                     

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"AVAILABLE  FUNDS  RATE":  With  respect to any  payment  date and the Class A-1
Notes,  a per annum rate,  expressed as a percentage,  equal to a fraction,  the
numerator of which is the Interest Funds for Loan Group I, multiplied by 12, and
the  denominator of which is the Note  Principal  Balance of the Class A-1 Notes
immediately prior to such payment date. With respect to any payment date and the
Class A-2  Notes,  a per  annum  rate,  expressed  as a  percentage,  equal to a
fraction,  the  numerator  of which is the  Interest  Funds  for Loan  Group II,
multiplied by 12, and the denominator of which is the Note Principal  Balance of
the Class A-2 Notes  immediately prior to such payment date. With respect to any
payment  date  and the  Class  A-3  Notes,  a per  annum  rate,  expressed  as a
percentage,  equal to a fraction,  the numerator of which is the Interest  Funds
for Loan Group III,  multiplied by 12, and the  denominator of which is the Note
Principal Balance of the Class A-3 Notes immediately prior to such payment date.

"BANKRUPTCY  LOSS":  Any loss resulting from a bankruptcy  court,  in connection
with a personal  bankruptcy  of a  mortgagor,  (1)  establishing  the value of a
mortgaged  property at an amount less than the Outstanding  Principal Balance of
the mortgage loan secured by such mortgaged  property (a "Deficient  Valuation")
or (2) reducing the amount of the Monthly  Payment on the related  mortgage loan
(a "Debt Service Reduction").                                                   

"BASIS RISK SHORTFALL  CARRYOVER AMOUNT":  With respect to such class of Offered
Notes and any payment date, the excess,  if any, of the (i) interest  accrued at
its  respective  Note  Interest  Rate  (without  giving  effect  to the  related
Available Funds Rate) over (ii) the amount of interest received on such Notes if
the Note Interest Rate is based on the related  Available  Funds Rate,  together
with the unpaid  portion  of any excess  from  previous  payment  dates (and any
interest thereon at the then applicable Note Interest Rate without giving effect
to the related Available Funds Rate).                                           

"COMPENSATING INTEREST": Any payments made by the master servicer or the related
servicer from its own funds to cover Prepayment Interest Shortfalls.            

"CROSS-OVER  DATE":  The  payment  date on which the  aggregate  Note  Principal
Balance of the Subordinate Notes is reduced to zero.                            

"DETERMINATION DATE": With respect to any payment date and the mortgage loans is
the date specified in the Servicing Agreement.                                  

"DUE DATE":  With respect to each mortgage loan, the date in each month on which
its Monthly  Payment is due,  which date may be the first day of a month or such
other date specified in the Servicing Agreement.                                

"DUE  PERIOD":  With respect to any payment date,  the period  commencing on the
second day of the month  immediately  preceding  the month in which such payment
date occurs and ending on the first day of the month in which such  payment date
occurs.                                                                         

"EVENT OF DEFAULT":  Any one of the following:  (a) the failure by the issuer to
pay Accrued Note  Interest on any Class of Offered Notes on any payment date and
such default  continues for the time period specified in the Indenture;  (b) the
failure by the issuer on the assumed  final payment date to pay all Accrued Note
Interest  of any Class of Offered  Notes,  all  remaining  Basis Risk  Shortfall
Carryover Amounts of the Offered Notes and reduce the Note Principal Balances of
any  class  of  Offered  Notes to  zero;  (c) a  default  by the  issuer  in the
observance  of certain  negative  covenants or covenant in the  Indenture or any
representation or warranty made by the issuer in the Indenture or in any note or
other writing  delivered  pursuant  thereto  having been incorrect in a material
respect as of the time made,  and the  continuation  of any such  default  for a
period of thirty days after notice to the issuer by the indenture  trustee or by
the  noteholders of at least 25% of the aggregate Note Principal  Balance of the
Offered                                                                         

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Notes,  as  applicable;  or  (d)  certain  events  of  bankruptcy,   insolvency,
receivership or reorganization of the issuer.                                   

"FIRST REPUBLIC  SERVICING  AGREEMENT":  The Amended and Restated  Mortgage Loan
Purchase and Servicing Agreement, dated January 31, 2005, between First Republic
Bank as seller and KKR  Financial  Corp.  as initial  purchaser,  as assigned to
Citigroup Global Markets Realty Corp.                                           

"INDENTURE":  The Indenture,  dated as of August 31, 2005, among the issuer, the
indenture trustee, the securities  administrator and Citibank as note registrar,
paying agent and authenticating agent.                                          

"INSURANCE  PROCEEDS":  Amounts  paid by an insurer  under any primary  mortgage
insurance policy,  standard hazard insurance  policy,  flood insurance policy or
title insurance  policy  covering any mortgage loan or mortgaged  property other
than amounts  required to be paid over to the  mortgagor  pursuant to law or the
related  mortgage  note and other than  amounts  used to repair or  restore  the
mortgaged property or to reimburse certain expenses.                            

"INTEREST ACCRUAL PERIOD": For each class of notes and for any payment date, the
calendar  month  immediately  preceding the calendar month in which such payment
date occurs.                                                                    

"INTEREST  DETERMINATION  DATE": With respect the Class A-1 Notes and commencing
on the  payment  date in October  2008,  the last  business  day of the  related
Interest Accrual Period.  With respect the Class A-2 Notes and commencing on the
payment  date in April  2010,  the last  business  day of the  related  Interest
Accrual  Period.  With respect the Class A-3 Notes and commencing on the payment
date in April  2010,  the last  business  day of the  related  Interest  Accrual
Period. Any subsequent Interest Determination Date will be the last business day
of  the  twelfth  Interest  Accrual  Period  following  the  preceding  Interest
Determination Date.                                                             

"INTEREST  FUNDS":  With respect to a payment date and each Loan Group, the sum,
without duplication,  of (i) all scheduled interest,  less the Servicing Fee and
the  Administrative  Fee,  (ii) all  advances  relating to  interest,  (iii) all
Compensating Interest,  (iv) Liquidation Proceeds and Subsequent Recoveries,  to
the  extent  such  Liquidation  Proceeds  and  Subsequent  Recoveries  relate to
interest,  less all  non-recoverable  advances  relating to interest and certain
expenses  reimbursed  during the related  Prepayment  Period,  in each case with
respect to the  mortgage  loans in the  related  Loan  Group,  (v) the  interest
portion of proceeds of the  repurchase of any mortgage loans in the related Loan
Group,  and (vi) such Loan Group's pro rata share (based on aggregate  Scheduled
Principal  Balance) of the interest  portion of the purchase price of the assets
of the Trust upon exercise by the majority holder of the owner trust certificate
of its optional  redemption right,  less amounts  reimbursable to the servicers,
the master servicer, the securities administrator, the indenture trustee and the
custodian as provided in the Indenture to the extent  related to such Loan Group
(or, if such  reimbursement or payment is not related to a Loan Group, then such
Loan Group's pro rata share (based on aggregate  Scheduled Principal Balance) of
such reimbursement or payment).                                                 

"LIQUIDATED  MORTGAGE LOAN": Any defaulted mortgage loan as to which the related
servicer has determined  that all amounts which it expects to recover from or on
account of such mortgage loan have been recovered.                              

"LIQUIDATION  PROCEEDS":  Amounts received by the related servicer in connection
with the  liquidation of a defaulted  mortgage loan whether  through a trustee's
sale, foreclosure sale, proceeds of insurance policies, condemnation proceeds or
otherwise and any Subsequent Recoveries.                                        

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"LOAN-TO-VALUE RATIO": The fraction, expressed as a percentage, the numerator of
which is the principal  balance at origination  and the  denominator of which is
the lesser of the sales price at the time of  origination  of the mortgage  loan
and the value of the mortgaged property at origination.                         

"LOSS ALLOCATION  LIMITATION":  For any payment date, the limitation by which no
reduction of the Note Principal Balance of the Class A-1 Notes,  Class A-2 Notes
or Class A-3 Notes,  as applicable,  will be made on any payment date on account
of Realized  Losses to the extent that such  reduction  would have the effect of
reducing the Note  Principal  Balance of such  Offered  Notes as of such payment
date to an amount less than the  aggregate  Scheduled  Principal  Balance of the
mortgage loans in the related Loan Group as of the related Due Date.            

"MONTHLY ADVANCE":  The aggregate of all payments of principal and interest, net
of the  Servicing  Fee,  that were due  during  the  related  Due  Period on the
mortgage loans serviced by the related  servicer and that were delinquent on the
related Due Date (other than  shortfalls in interest due to the  application  of
the Relief Act or similar state law).                                           

"MONTHLY  PAYMENTS":  For any mortgage loan and any month, the scheduled payment
or payments of principal  and  interest  due during such month on such  mortgage
loan which  either is payable by a  mortgagor  in such month  under the  related
mortgage  note,  or in the  case  of any  mortgaged  property  acquired  through
foreclosure or deed-in-lieu  of  foreclosure,  would otherwise have been payable
under the related mortgage note.                                                

"MORTGAGE LOAN PURCHASE AGREEMENT":  The Mortgage Loan Purchase Agreement, dated
as of August 30, 2005, between the seller and the depositor.                    

"NET  INTEREST  SHORTFALLS":  For any  mortgage  loan,  an  amount  equal to all
Prepayment  Interest  Shortfalls,  to the  extent  not  covered  by the  related
servicer or the master  servicer  from  servicing  compensation,  together  with
interest  shortfalls  due to the  application of the Relief Act or similar state
laws.                                                                           

"NET  LIQUIDATION  PROCEEDS":  Are  Liquidation  Proceeds  net  of  unreimbursed
advances by the related  servicer,  Monthly  Advances,  expenses incurred by the
related  servicer in connection  with the  liquidation of such mortgage loan and
the related  mortgaged  property,  and any other amounts  payable to the related
servicer under the Servicing Agreement.                                         

"NOTE  INTEREST  RATE":  With  respect to the Class A-1 Notes on or prior to the
payment date in October  2008,  the lesser of (i) 4.7435% per annum and (ii) the
related Available Funds Rate; and thereafter, the least of (i) the One-Year U.S.
Treasury  Note Index plus 2.10% per annum,  (ii) 9.7435% per annum and (iii) the
related Available Funds Rate. With respect to the Class A-2 Notes on or prior to
the payment date in April 2010, the lesser of (i) 4.2475% per annum and (ii) the
related Available Funds Rate; and thereafter, the least of (i) the One-Year U.S.
Treasury  Note Index plus 2.15% per annum,  (ii) 9.6815% per annum and (iii) the
related Available Funds Rate. With respect to the Class A-3 Notes on or prior to
the payment date in April 2010, the lesser of (i) 4.0975% per annum and (ii) the
related Available Funds Rate; and thereafter, the least of (i) the One-Year U.S.
Treasury Note Index plus 1.80% per annum,  (ii) 10.9715% per annum and (iii) the
related Available Funds Rate.                                                   

"NOTE  PRINCIPAL  BALANCE":  With  respect to any notes  (other than the Class X
Notes) as of any payment date, such note's initial Note Principal Balance on the
closing  date, as reduced by (1) all amounts  allocable to principal  previously
paid with  respect to such note and (2) the  principal  portion of all  Realized
Losses  previously  allocated to such note  (taking into account the  applicable
Loss Allocation  Limitation);  provided that, the Note Principal  Balance of any
class of notes (other than the Class X Notes) with the highest payment  priority
to which Realized  Losses have been allocated will be increased by the          

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amount  of any  Subsequent  Recoveries  on the  mortgage  loans  not  previously
allocated,  but not by more  than  the  amount  of  Realized  Losses  previously
allocated to reduce the Note Principal Balance of that note.                    

"ORIGINAL SUBORDINATE  PRINCIPAL BALANCE":  The aggregate Note Principal Balance
of the Subordinate Notes as of the closing date.                                

"OUTSTANDING PRINCIPAL BALANCE":  With respect to a mortgage loan, the principal
balance of such mortgage  loan  remaining to be paid by the mortgagor or, in the
case of an REO  Property,  the  principal  balance of the related  mortgage loan
remaining to be paid by the  mortgagor at the time such property was acquired by
the Trust.                                                                      

"PREPAYMENT  PERIOD":  With  respect to any payment  date,  the  calendar  month
immediately preceding the month in which such payment date occurs.              

"PRINCIPAL FUNDS":  With respect to a payment date and each Loan Group, the sum,
without  duplication,  of (i) the scheduled  principal collected on the mortgage
loans in the related Loan Group during the related Due Period or advanced by the
related  servicer or the master  servicer,  (ii)  prepayments  of  principal  in
respect of the  mortgage  loans in the  related  Loan  Group,  exclusive  of any
prepayment charges, collected in the related Prepayment Period, (iii) the Stated
Principal  Balance  of each  mortgage  loan in the  related  Loan Group that was
repurchased  by the related  originator  or the seller,  the amount,  if any, by
which the aggregate unpaid principal  balance of any replacement  mortgage loans
is less than the  aggregate  unpaid  principal  balance of any deleted  mortgage
loans  delivered by the seller in connection  with a substitution  of a mortgage
loan, (iv) all Liquidation  Proceeds and Subsequent  Recoveries collected during
the related  Prepayment  Period on the mortgage loans in the related Loan Group,
to the extent such  Liquidation  Proceeds and  Subsequent  Recoveries  relate to
principal,  less all non-recoverable  advances relating to principal  reimbursed
during the related Due Period,  and (v) such Loan  Group's pro rata share (based
on  aggregate  Scheduled  Principal  Balance)  of the  principal  portion of the
purchase  price of the assets of the Trust  upon the  exercise  by the  majority
holder of the owner trust certificate of its optional  redemption  right;  minus
any amounts required to be reimbursed to the seller,  the master  servicer,  the
securities administrator,  the custodian or the indenture trustee as provided in
the  Indenture  to  the  extent   related  to  such  Loan  Group  (or,  if  such
reimbursement or payment is not related to a Loan Group,  then such Loan Group's
pro rata share  (based on the  aggregate  Scheduled  Principal  Balance) of such
reimbursement or payment),  to the extent not reimbursed from the Interest Funds
form any such Loan Group for such payment date.                                 

"PRINCIPAL PREPAYMENT": Any payment or other recovery of principal on a mortgage
loan which is received in advance of its  scheduled  Due Date to the extent that
it is  not  accompanied  by an  amount  as to  interest  representing  scheduled
interest due on any date or dates in any month or months subsequent to the month
of  prepayment,  including  Insurance  Proceeds  and  Repurchase  Proceeds,  but
excluding the principal portion of Net Liquidation Proceeds received at the time
a mortgage loan becomes a Liquidated Mortgage Loan.                             

"REALIZED LOSS": With respect to a mortgage loan is (1) a Bankruptcy Loss or (2)
as to any Liquidated  Mortgage Loan, the unpaid  principal  balance thereof plus
accrued and unpaid interest thereon at the mortgage rate through the last day of
the month of liquidation less the Net Liquidation  Proceeds with respect to such
mortgage loan and the related mortgaged property. In addition, to the extent the
related servicer or master servicer receives Subsequent  Recoveries with respect
to any  mortgage  loan,  the amount of the  Realized  Loss with  respect to that
mortgage  loan will be reduced  to the extent  such  recoveries  are  applied to
reduce the Note Principal  Balance of any class of notes (other than the Class X
Notes) on any payment date.                                                     

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"REO PROPERTY": A mortgage property acquired by the Trust through foreclosure or
deed-in-lieu of foreclosure.                                                    

"REPURCHASE   PRICE":   With  respect  to  any  mortgage  loan  required  to  be
repurchased, an amount equal to the sum of (1) 100% of the Outstanding Principal
Balance  of  such  mortgage  loan  plus  accrued  but  unpaid  interest  on  the
Outstanding Principal Balance at the related mortgage rate through and including
the last day of the month of repurchase,  (2) any unreimbursed  Monthly Advances
and servicing advances payable to the related servicer or the master servicer of
the  mortgage  loan and (3) any  costs  and  damages  incurred  by the  Trust in
connection  with  any  violation  of such  mortgage  loan of any  anti-predatory
lending laws.                                                                   

"REPURCHASE PROCEEDS": The Repurchase Price in connection with any repurchase of
a mortgage  loan by the  related  originator  or seller and any cash  deposit in
connection with the substitution of a mortgage loan.                            

"SCHEDULED PRINCIPAL BALANCE": With respect to any mortgage loan and any payment
date (1) the unpaid  principal  balance of such mortgage loan as of the close of
business on the related Due Date (taking account of the principal  payment to be
made on such Due Date and  irrespective of any  delinquency in its payment),  as
specified in the amortization  schedule at the time relating thereto (before any
adjustment to such amortization  schedule by reason of any bankruptcy or similar
proceeding  occurring after the Cut-off date (other than a Deficient  Valuation)
or any  moratorium  or similar  waiver or grace  period) less (2) any  Principal
Prepayments and the principal  portion of any Net Liquidation  Proceeds received
during or prior to the immediately  preceding  Prepayment Period;  provided that
the Scheduled Principal Balance of any Liquidated Mortgage Loan is zero.        

"SENIOR OPTIMAL PRINCIPAL  AMOUNT":  With respect to the Class A-1 Notes,  Class
A-2 Notes and Class A-3 Notes and each payment  date, an amount equal to the sum
of the following (but in no event greater than the Note Principal Balance of the
Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, as applicable, immediately
prior to such payment date):                                                    

          (1)  the applicable  Senior Percentage of the principal portion of all
     Monthly Payments due on the mortgage loans in the related loan group on the
     related Due Date,  as  specified in the  amortization  schedule at the time
     applicable thereto (after adjustment for previous principal prepayments but
     before  any  adjustment  to such  amortization  schedule  by  reason of any
     bankruptcy  or similar  proceeding or any  moratorium or similar  waiver or
grace period);                                                        

          (2)  the  applicable  Senior  Prepayment  Percentage  of the Scheduled
     Principal Balance of each mortgage loan in the related Loan Group which was
     the subject of a prepayment in full received by the master  servicer during
the applicable Prepayment Period;                                     

          (3)  the  applicable  Senior  Prepayment  Percentage  of  all  partial
     prepayments  allocated to principal  with respect to the mortgage  loans in
  the related Loan Group received during the applicable Prepayment Period;

          (4)  the lesser of (a) the applicable Senior Prepayment  Percentage of
     the sum of (i) all Net Liquidation Proceeds allocable to principal received
     in respect of each  mortgage  loan in the related Loan Group which became a
     Liquidated  Mortgage Loan during the related  Prepayment Period (other than
     related mortgage loans described in the immediately  following clause (ii))
     and all  Subsequent  Recoveries  received  in  respect  of each  Liquidated
     Mortgage  Loan  during  the  related  Due  Period  and (ii)  the  Scheduled
     Principal  Balance of each such mortgage loan  purchased by an insurer from
     the indenture trustee during the related  Prepayment Period pursuant to the
     related primary mortgage  insurance policy,  if any, or otherwise;  and (b)
     the applicable Senior Percentage of the sum of (i) the Scheduled  Principal
Balance of each  mortgage  loan in the                                

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     related  Loan Group  which  became a  Liquidated  Mortgage  Loan during the
     related  Prepayment  Period (other than the mortgage loans described in the
     immediately following clause (ii)) and all Subsequent Recoveries during the
     related Due Period and (ii) the  Scheduled  Principal  Balance of each such
     mortgage  loan in the related  Loan Group that was  purchased by an insurer
     from the indenture trustee during the related Prepayment Period pursuant to
 the related primary mortgage insurance policy, if any or otherwise; and

          (5)  the applicable Senior Prepayment Percentage of the sum of (a) the
     Scheduled Principal Balance of each mortgage loan in the related Loan Group
     which was  repurchased  by the related  originator  or seller in connection
     with  such  payment  date  and (b) the  excess,  if any,  of the  Scheduled
     Principal  Balance of each mortgage loan in the related Loan Group that has
     been  replaced by the seller with a substitute  mortgage loan in connection
     with such payment date over the  Scheduled  Principal  Balance of each such
substitute mortgage loan.                                             

"SENIOR PERCENTAGE": with respect to each Loan Group, the lesser of (a) 100% and
(b) the  percentage  (carried to six places rounded up) obtained by dividing the
Note Principal  Balance of the related Offered Notes  immediately  prior to such
payment date, by the aggregate Scheduled Principal Balance of the mortgage loans
in the related  Loan Group as of the  beginning  of the related Due Period.  The
initial  Senior  Percentage  for each Loan Group will be equal to  approximately
96.00%.                                                                         

"SENIOR PREPAYMENT PERCENTAGE": The Senior Prepayment Percentage for the Offered
Notes on any payment date  occurring  during the periods set forth below will be
as follows:                                                                     

PERIOD (DATES INCLUSIVE)          SENIOR PREPAYMENT PERCENTAGE                  
------------------------          ----------------------------                  
September 2005 - August 2012      100%                                          

September 2012 - August 2013      Senior Percentage for the related Offered     
                             Notes plus 70% of the related Subordinate
Percentage. 

September 2013 - August 2014      Senior Percentage for the related Offered     
                             Notes plus 60% of the related Subordinate
Percentage. 

September 2014 - August 2015      Senior Percentage for the related Offered     
                             Notes plus 40% of the related Subordinate
Percentage. 

September 2015 - August 2016      Senior Percentage for the related Offered     
                             Notes plus 20% of the related Subordinate
Percentage. 

September 2016 and thereafter     Senior Percentage for the related Offered     
Notes.      

               Any scheduled  reduction to the Senior Prepayment  Percentage for
the Class A-1 Notes,  Class A-2 Notes and Class A-3 Notes will not be made as of
any payment date unless,  as of the last day of the month preceding such payment
date  (1) the  aggregate  Scheduled  Principal  Balance  of the  mortgage  loans
delinquent 60 days or more  (including  for this purpose any such mortgage loans
in foreclosure  and bankruptcy and such mortgage loans with respect to which the
related  mortgaged  property has been  acquired by the Trust)  averaged over the
last six months,  as a percentage of the aggregate Note Principal Balance of the
Subordinate Notes does not exceed 50% and (2) cumulative  Realized Losses on the
mortgage  loans do not  exceed  (a) 30% of the  Original  Subordinate  Principal
Balance if such payment date occurs  between and  including  September  2012 and
August  2013,  (b) 35% of the  Original  Subordinate  Principal  Balance if such
payment date occurs  between and including  September  2013 and August 2014, (c)
40% of the Original  Subordinate  Principal  Balance if such payment date occurs
between and including  September  2014 and August 2015,  (d) 45% of the Original
Subordinate Principal Balance if such                                           

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payment date occurs  between and including  September  2015 and August 2016, and
(e) 50% of the  Original  Subordinate  Principal  Balance if such  payment  date
occurs during or after September 2016.                                          

               In addition,  if on any payment date the weighted  average of the
current  Subordinate  Percentages  is equal to or  greater  than two  times  the
weighted average of the initial Subordinate  Percentages,  and (a) the aggregate
Scheduled  Principal  Balance of the mortgage  loans  delinquent 60 days or more
(including  for  this  purpose  any  such  mortgage  loans  in  foreclosure  and
bankruptcy and such mortgage  loans with respect to which the related  mortgaged
property has been acquired by the Trust),  averaged over the last six months, as
a percentage of the aggregate Note Principal  Balance of the  Subordinate  Notes
does not exceed  50% and (b)(i) on or prior to the  payment  date  occurring  in
September 2008,  cumulative  Realized Losses on the mortgage loans as of the end
of the related  Prepayment Period do not exceed 20% of the Original  Subordinate
Principal  Balance and (ii) after the payment date occurring in September  2008,
cumulative  Realized  Losses on the mortgage  loans as of the end of the related
Prepayment  Period  do not  exceed  30% of the  Original  Subordinate  Principal
Balance,  then, in each case, the Senior  Prepayment  Percentage for the Offered
Notes for such  payment  date will equal the Senior  Percentage  for the Offered
Notes;  provided,  however,  if on such payment date the weighted average of the
current  Subordinate  Percentages  is equal to or  greater  than two  times  the
weighted  average  of the  initial  Subordinate  Percentages  on or prior to the
payment  date  occurring in September  2008 and the above  delinquency  and loss
tests are met, then the Senior  Prepayment  Percentage for the Offered Notes for
such payment date,  will equal the Senior  Percentage  for each of the Class A-1
Notes,  Class A-2 Notes and Class  A-3  Notes,  as  applicable,  plus 50% of the
Subordinate Percentage on such payment date.                                    

               Notwithstanding  the  foregoing,  if on  any  payment  date,  the
percentage,  the numerator of which is the Note  Principal  Balance of the Class
A-1  Notes,  Class A-2  Notes or Class A-3  Notes,  as  applicable,  immediately
preceding  such payment  date,  and the  denominator  of which is the  aggregate
Scheduled  Principal  Balance of the mortgage loans in the related Loan Group as
of the  beginning of the related Due Period,  exceeds such  percentage as of the
Cut-off date,  then the Senior  Prepayment  Percentage  for the related  Offered
Notes for such payment date will equal 100%.                                    

"SERVICING  AGREEMENT":  The Servicing  Agreement,  dated as of August 31, 2005,
among the master servicer, the securities  administrator,  the paying agent, the
indenture trustee, the depositor and the seller.                                

"SERVICING  FEE":  With respect to each mortgage loan,  accrued  interest at the
Servicing Fee Rate, as set forth under the heading "The  Servicing  Agreement --
Servicing  and Other  Compensation  and Payment of Expenses" in this  prospectus
supplement,  with respect to the mortgage loan on the same principal  balance on
which interest on the mortgage loan accrues for the calendar month.             

"SERVICING  FEE RATE":  With respect to Wells Fargo,  the  Servicing Fee Rate is
0.25% per annum.  With  respect to First  Republic,  the  Servicing  Fee Rate is
0.25%;  provided,  however that the Servicing Fee Rate will be 0.375%  following
the adjustment date.                                                            

"SUBORDINATE  PERCENTAGE":  With  respect to each Loan  Group as of any  payment
date,  100% minus the related Senior  Percentage for the related  Offered Notes.
The  initial  Subordinate  Percentage  for  each  Loan  Group  will be  equal to
approximately 4.00%.                                                            

"SUBSEQUENT  RECOVERIES":  Any amount  recovered by the related  servicer or the
master  servicer  (net of  reimbursable  expenses)  with respect to a Liquidated
Mortgage  Loan with  respect to which a  Realized  Loss was  incurred  after the
liquidation or disposition of such mortgage loan.                               

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"TRUST AGREEMENT":  The Amended and Restated Trust Agreement, dated as of August
31, 2005, among the owner trustee, the depositor,  the securities  administrator
and Citibank as certificate registrar and certificate paying agent.             

"WELLS  FARGO  SERVICING  AGREEMENT":  The  Seller's  Warranties  and  Servicing
Agreement, dated as of August 1, 2005, between the Seller as purchaser and Wells
Fargo Bank, N.A. as seller.                                                     

PAYMENTS ON THE NOTES                                                           

               On each payment date,  and to the extent of the  Available  Funds
for the Group I Mortgage  Loans,  Group II Mortgage Loans and Group III Mortgage
Loans, referred to in this prospectus supplement as the Group I Available Funds,
Group II Available Funds and Group III Available Funds,  respectively,  for such
payment date will be paid by Citibank, as paying agent, as follows:             

     (A)  On each  payment  date,  the Group I Available  Funds for such payment
date will be distributed as follows:                                            

                             FIRST,  from the  related  Interest  Funds,  to the
               Class A-1 Notes, the Accrued Note Interest on such class for such
               payment  date  (subject to Net Interest  Shortfalls  allocated to
such class);                                      

                             SECOND,  from the remaining related Interest Funds,
               to the  Class  A-1  Notes,  any  Accrued  Note  Interest  thereon
               remaining  unpaid  from  previous  payment  dates,  with  accrued
interest on such amounts;                         

                             THIRD,  from the related  Principal  Funds,  to the
               Class A-1  Notes,  in  reduction  of the Note  Principal  Balance
               thereof,  the Senior Optimal  Principal Amount for such class for
               such payment date,  until the Note Principal  Balance thereof has
been reduced to zero; and                         

                             FOURTH,  from remaining  related Interest Funds, to
               the Class A-1 Notes,  an amount equal to any Basis Risk Shortfall
    Carryover Amounts on such class for such payment date.

     (B)  On each payment  date,  the Group II Available  Funds for such payment
date will be distributed as follows:                                            

                             FIRST,  from the  related  Interest  Funds,  to the
               Class A-2 Notes, the Accrued Note Interest on such class for such
               payment  date  (subject to Net Interest  Shortfalls  allocated to
such class);                                      

                             SECOND,  from the remaining related Interest Funds,
               to the  Class  A-2  Notes,  any  Accrued  Note  Interest  thereon
               remaining  unpaid  from  previous  payment  dates,  with  accrued
interest on such amounts;                         

                             THIRD,  from the related  Principal  Funds,  to the
               Class A-2  Notes,  in  reduction  of the Note  Principal  Balance
               thereof,  the Senior Optimal  Principal Amount for such class for
               such payment date,  until the Note Principal  Balance thereof has
been reduced to zero; and                         

                             FOURTH,  from remaining  related Interest Funds, to
               the Class A-2 Notes,  an amount equal to any Basis Risk Shortfall
    Carryover Amounts on such class for such payment date.

     (C)  On each payment date,  the Group III Available  Funds for such payment
date will be distributed as follows:                                            

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                             FIRST,  from the  related  Interest  Funds,  to the
               Class A-3 Notes, the Accrued Note Interest on such class for such
               payment  date  (subject to Net Interest  Shortfalls  allocated to
such class);                                      

                             SECOND,  from the remaining related Interest Funds,
               to the  Class  A-3  Notes,  any  Accrued  Note  Interest  thereon
               remaining  unpaid  from  previous  payment  dates,  with  accrued
interest on such amounts;                         

                             THIRD,  from the related  Principal  Funds,  to the
               Class A-3  Notes,  in  reduction  of the Note  Principal  Balance
               thereof,  the Senior Optimal  Principal Amount for such class for
               such payment date,  until the Note Principal  Balance thereof has
been reduced to zero; and                         

                             FOURTH,  from remaining  related Interest Funds, to
               the Class A-3 Notes,  an amount equal to any Basis Risk Shortfall
    Carryover Amounts on such class for such payment date.

     (D)  On each payment date, any Group I Available Funds,  Group II Available
Funds and Group III Available Funds  remaining  after the payments  described in
clauses  (A),  (B) and (C) above will be paid to the Class M,  Class B-1,  Class
B-2,  Class B-3, Class X, Class B-4, Class B-5 and Class B-6 Notes in the manner
and order of priority  set forth in the  Indenture,  and then to the owner trust
certificates as set forth in the Trust Agreement.                               

     (E)  On each  payment  date  prior to the  Cross-Over  Date but  after  the
reduction of the Note Principal Balance of the Class A-1 Notes,  Class A-2 Notes
or Class A-3 Notes,  as applicable,  to zero,  the remaining  classes of Offered
Notes will be entitled to each  receive a pro rata  portion  (based on aggregate
Scheduled  Principal  Balance of the related  loan group) in  reduction of their
respective  Note Principal  Balances,  in addition to any Principal  Prepayments
related to such remaining Offered Notes' respective Loan Group allocated to such
Offered Notes, of 100% of the Principal  Prepayments on any mortgage loan in the
Loan  Group  relating  to the class of  fully-repaid  Offered  Notes;  provided,
however, that if (A) the weighted average of the Subordinate Percentages on such
payment  date equals or exceeds two times the  initial  weighted  average of the
Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the
mortgage loans  delinquent 60 days or more  (including for this purpose any such
mortgage loans in foreclosure  and bankruptcy and mortgage loans with respect to
which the related mortgaged  property has been acquired by the Trust),  averaged
over the last six  months,  as a  percentage  of the  aggregate  Note  Principal
Balance of the  Subordinate  Notes,  does not exceed  50%,  then the  additional
allocation of Principal  Prepayments  to the Class A-1,  Class A-2 and Class A-3
Notes,  as applicable,  in accordance  with this clause (E) will not be made and
100%  of the  Principal  Prepayments  on any  mortgage  loan in the  Loan  Group
relating to the  fully-repaid  class of Offered  Notes will be  allocated to the
Subordinate Notes.                                                              

     (F)  If on any  payment  date on which the Note  Principal  Balance  of the
Class A-1 Notes,  Class A-2 Notes or Class A-3 Notes,  as  applicable,  would be
greater than the aggregate Scheduled Principal Balance of the mortgage loans and
any Subordinate Notes are still outstanding, in each case after giving effect to
payments  to be  made on such  payment  date,  (i)  100%  of  amounts  otherwise
allocable to the  Subordinate  Notes in respect of principal will be paid to the
Class A-1 Notes, Class A-2 Notes or Class A-3 Notes, as applicable, in reduction
of the Note Principal Balances thereof,  until the Note Principal Balance of the
Class A-1 Notes, Class A-2 Notes or Class A-3 Notes, as applicable,  is equal to
the aggregate  Scheduled  Principal Balance of the mortgage loans in its related
Loan Group,  and (ii) the  Accrued  Note  Interest  otherwise  allocable  to the
Subordinate Notes on such payment date will be reduced,  if necessary,  and paid
to the Offered  Notes in an amount equal to the Accrued  Note  Interest for such
payment  date on the excess of (x) the Note  Principal  Balance of the Class A-1
Notes, Class A-2 Notes or Class A-3 Notes, as applicable, over (y) the aggregate
Scheduled Principal Balance of the mortgage loans in its related Loan Group. Any
such  reduction in the Accrued Note  Interest on the                            

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Subordinate  Notes will be allocated to such  Subordinate  Notes commencing with
the class of Subordinate Notes with the lowest payment priority.                

               No Accrued  Note  Interest  will be payable  with  respect to any
class or classes of notes  after the  payment  date on which the Note  Principal
Balance or notional amount of such class has been reduced to zero.              

INTEREST PAYMENTS                                                               

               Holders  of each  class of  Offered  Notes  will be  entitled  to
receive  interest  payments in an amount equal to the Accrued  Note  Interest on
each payment date, to the extent of the related  Interest Funds for that payment
date.                                                                           

               Holders of each class of Subordinate  Notes and the Class X Notes
will be entitled to receive interest  payments in an amount equal to the Accrued
Note  Interest on that class on each  payment  date,  to the extent of remaining
Interest  Funds for that payment date after  payments of interest to the Offered
Notes and payments of interest to any class of Subordinate Notes having a higher
payment priority.                                                               

               As described in the definition of "Accrued Note  Interest"  under
"-Glossary" in this prospectus  supplement,  Accrued Note Interest on each class
of notes is subject to reduction in the event of specified  interest  shortfalls
allocable thereto.                                                              

               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 Principal 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.  Interest  shortfalls  resulting from
Principal  Prepayments  in full or in part are referred to herein as  Prepayment
Interest Shortfalls.                                                            

               Any Prepayment Interest Shortfalls  resulting from prepayments in
full or  prepayments  in part made during the preceding  calendar month that are
being paid to the noteholders on that payment date will be offset by the related
servicer,  but only to the extent that those Prepayment  Interest  Shortfalls do
not exceed the aggregate of the Servicing Fee on the mortgage  loans serviced by
the related  servicer for the applicable  payment date. Any Prepayment  Interest
Shortfalls  required  to be funded but not funded by the  related  servicer  are
required to be paid by the master  servicer.  No assurance can be given that the
Servicing Fee or master  servicing  compensation  available to cover  Prepayment
Interest  Shortfalls  will  be  sufficient  therefor.  Any  Prepayment  Interest
Shortfalls  which are not covered by the servicers or the master servicer on any
payment  date  will  not  be  reimbursed  on  any  future   payment  date.   See
"Indenture--Servicing  and Other  Compensation  and Payment of Expenses" in this
prospectus supplement.                                                          

               Accrued Note Interest on the Offered Notes may be further reduced
on each payment date by application of the Relief Act or similar state laws. The
Relief Act and similar state laws limit, in certain circumstances,  the interest
rate required to be paid by a mortgagor in active military  service to 6.00% per
annum.  Neither the master  servicer  nor the  servicers  are  obligated to fund
interest shortfalls resulting from the Relief Act or similar state laws.        

               Realized  Losses on the mortgage  loans will  further  reduce the
Accrued Note Interest payable to the notes on a payment date; provided, however,
that  prior to the date on which the  aggregate  Note  Principal  Balance of the
Subordinate  Notes has been reduced to zero,  the  interest  portion of Realized
Losses will be allocated  sequentially  to the Class B-6,  Class B-5, Class B-4,
Class X, Class B-3, Class B-                                                    

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2, Class B-1 and Class M Notes,  in that order,  and will not reduce the Accrued
Note Interest on the Offered Notes. Once the aggregate Note Principal Balance of
the Subordinate Notes has been reduced to zero, the interest portion of Realized
Losses with respect to the Group I Mortgage Loans will be allocated to the Class
A-1 Notes the interest  portion of Realized  Losses with respect to the Group II
Mortgage Loans will be allocated to the Class A-2 Notes and the interest portion
of  Realized  Losses  with  respect  to the Group  III  Mortgage  Loans  will be
allocated to the Class A-3 Notes,  in each case in reduction of its Accrued Note
Interest.                                                                       

               If on any payment date,  the Interest  Funds for a Loan Group are
less than Accrued Note  Interest on the related  class of Offered Notes for that
payment date,  prior to reduction for Net Interest  Shortfalls  and the interest
portion of Realized Losses on the related  mortgage loans, the shortfall will be
applied among the holders of the related class of Offered Notes to the extent of
Accrued  Note  Interest  for that  payment  date that would have been  allocated
thereto  in the  absence of such Net  Interest  Shortfalls  and/or the  interest
portion of Realized Losses for such payment date. In addition, the amount of any
such interest shortfalls with respect to the mortgage loans in a Loan Group will
constitute  unpaid  Accrued Note  Interest and will be payable to holders of the
related class of Offered Notes on the same payment date or on subsequent payment
dates,  to the extent of the Interest Funds in the related Loan Group  remaining
after  current  interest  payments on such  Offered  Notes as  described in this
prospectus supplement. Any interest shortfalls will not be offset by a reduction
in the servicing  compensation of the related servicer or the master servicer or
otherwise,  except to the  limited  extent  described  in the  fourth  preceding
paragraph with respect to Prepayment Interest Shortfalls.                       

NOTE RATES                                                                      

               The Note  Interest Rate with respect to the Class A-1 Notes on or
prior to the related note rate change date will be the lesser of (i) 4.7435% per
annum and (ii) the related  Available  Funds Rate; and  thereafter,  will be the
least of (i)  One-Year  U.S.  Treasury  Note Index  plus  2.10% per annum,  (ii)
9.7435% per annum and (iii) the related  Available Funds Rate. The Note Interest
Rate with  respect to the Class A-2 Notes on or prior to the  related  note rate
change  date will be the lesser of (i)  4.2475%  per annum and (ii) the  related
Available  Funds Rate;  and  thereafter,  will be the least of (i) One-Year U.S.
Treasury  Note Index plus 2.15% per annum,  (ii) 9.6815% per annum and (iii) the
related  Available  Funds Rate. The Note Interest Rate with respect to the Class
A-3 Notes on or prior to the related note rate change date will be the lesser of
(i) 4.0975% per annum and (ii) the related Available Funds Rate; and thereafter,
will be the least of (i) One-Year U.S. Treasury Note Index plus 1.80% per annum,
(ii)  10.9715% per annum and (iii) the related  Available  Funds Rate.  The note
rate  change  date for the Class  A-1 Notes is the  payment  date  occurring  in
October  2008,  the note rate change date for the Class A-2 Notes is the payment
date  occurring  in April 2010 and the note rate  change  date for the Class A-3
Notes is the payment date occurring in April 2010.                              

               As  described  in this  prospectus  supplement,  the Accrued Note
Interest allocable to each class of Offered Notes is based on the Note Principal
Balance of that class. The Interest Accrual Period for the Offered Notes will be
the calendar month  immediately  preceding the calendar month in which a payment
date occurs. All payments of interest will be based on a 360-day year consisting
of twelve 30-day months.                                                        

CALCULATION OF NOTE INDEX FOR THE OFFERED NOTES                                 

               On each Interest  Determination Date, Citibank will determine the
one-year U.S.  Treasury rate, or the One-Year U.S.  Treasury Note Index, for the
next Interest Accrual Period for the Class A-1 Notes,  Class A-2 Notes and Class
A-3 Notes.                                                                      

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               On each  Interest  Determination  Date for the Class  A-1  Notes,
Class A-2 Notes and Class A-3 Notes, the One-Year U.S.  Treasury Note Index will
be based on the weekly average yield on U.S. Treasury  securities  adjusted to a
constant  maturity  of one year as  reported  by the  Federal  Reserve  Board in
statistical  Release No. H.15(519),  referred to as the Release,  on the related
Interest Determination Date or, if not so available,  as most recently available
immediately prior to such Interest Determination Date.                          

               The  establishment  of the One-Year  U.S.  Treasury Note Index on
each Interest  Determination Date by Citibank and Citibank's  calculation of the
rate of interest applicable to the notes for the related Interest Accrual Period
shall (in the absence of manifest error) be final and binding.                  

PRINCIPAL PAYMENTS                                                              

               Payments  in  reduction  of the  Note  Principal  Balance  of the
Offered  Notes will be made on each payment date  pursuant to priority  THIRD of
paragraphs (A) (B) and (C) under  "--Payments on the Notes." In accordance  with
such priority  THIRD,  the Principal Funds for each Loan Group will be allocated
to the related class of Offered  Notes in an aggregate  amount not to exceed the
Senior Optimal Principal Amount for such class of Offered Notes for such payment
date.                                                                           

               The definition of Senior Optimal  Principal  Amount allocates the
entire  amount of  prepayments  and  certain  other  unscheduled  recoveries  of
principal  with  respect to the  related  mortgage  loans,  based on the related
Senior Prepayment Percentage,  rather than the related Senior Percentage,  which
is the allocation  concept used for scheduled  payments of principal.  While the
Senior Percentage  allocates  scheduled  payments of principal between the Class
A-1 Notes, Class A-2 Notes or Class A-3 Notes, as applicable, and the percentage
interest  evidenced  by the  Subordinate  Notes on a PRO RATA basis,  the Senior
Prepayment Percentage allocates 100% of the unscheduled principal collections to
the related  Offered  Notes for the first  seven  years  after the closing  date
(subject to certain  subordination  levels  being  attained and certain loss and
delinquency  tests  being  met)  with  a  reduced  but  still   disproportionate
percentage of unscheduled  principal  collections being allocated to the Offered
Notes over an additional four year period. In addition,  if on any payment date,
the  percentage,  the  numerator of which is the Note  Principal  Balance of the
Class A-1 Notes, Class A-2 Notes or Class A-3 Notes, as applicable,  immediately
preceding  such payment  date,  and the  denominator  of which is the  aggregate
Scheduled  Principal  Balance of the mortgage loans in the related Loan Group as
of the  beginning of the related Due Period,  exceeds such  percentage as of the
Cut-off date,  then the related  Senior  Prepayment  Percentage for that payment
date for the Offered Notes will equal 100%. This disproportionate  allocation of
unscheduled  principal  collections  will have the  effect of  accelerating  the
amortization  of the Class A-1  Notes,  Class A-2 Notes or Class A-3  Notes,  as
applicable,  while, in the absence of Realized Losses, increasing the respective
percentage  interest in the principal balance of the mortgage loans in that Loan
Group evidenced by the Subordinate Notes.  Increasing the respective  percentage
interest of the  Subordinate  Notes  relative  to that of the  Offered  Notes is
intended to  preserve  the  availability  of the  subordination  provided by the
Subordinate Notes.                                                              

               On any payment date after the Class A-1 Notes, Class A-2 Notes or
Class  A-3  Notes,  as  applicable,  have  been  reduced  to  zero,  100% of the
unscheduled  principal  collections  on the  mortgage  loans in the related Loan
Group, will be allocated to the Subordinate Notes if the weighted average of the
Subordinate  Percentages  on such  payment  date equals or exceeds two times the
initial weighted average of the Subordinate  Percentages and certain delinquency
tests have been satisfied.                                                      

               The  initial  Senior  Percentage  for  each  Loan  Group  will be
approximately  96.00%.  The initial  Subordinate  Percentage for each Loan Group
will be approximately 4.00%.                                                    

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               For purposes of all principal  payments  described  above and for
calculating the applicable Senior Optimal  Principal  Amount,  Senior Percentage
and Senior  Prepayment  Percentage,  the Note Principal  Balance for any payment
date will be determined before the allocation of losses on the mortgage loans in
the  mortgage  pool  to  be  made  on  such  payment  date  as  described  under
"--Allocation of Losses; Subordination" below.                                  

MONTHLY ADVANCES                                                                

               If the  scheduled  payment on a mortgage  loan which was due on a
related  Due Date is  delinquent  other than as a result of  application  of the
Relief Act or similar  state law, the related  servicer will remit to the master
servicer on the date specified in the Wells Fargo  Servicing  Agreement or First
Republic  Servicing   Agreement,   as  applicable,   an  amount  equal  to  such
delinquency,  net of the  Servicing Fee Rate (except to the extent such servicer
determines  any such advance to be  nonrecoverable  from  Liquidation  Proceeds,
Insurance  Proceeds or from future  payments on the mortgage loan for which such
advance was made).  Subject to the foregoing,  such advances will be made by the
related  servicer  through  final  disposition  or  liquidation  of the  related
mortgaged property, or until such time as specified in the Wells Fargo Servicing
Agreement or First Republic Servicing Agreement, as applicable.  Failure by such
servicer to remit any required advance, which failure goes unremedied beyond any
applicable  cure  period  under the Wells  Fargo  Servicing  Agreement  or First
Republic  Servicing  Agreement,  as  applicable,  constitute an event of default
under  such  servicing  agreement.  If the  related  servicer  fails to make any
required  Monthly  Advance,  the master  servicer will be obligated to make such
Monthly Advance to the extent provided in the Servicing  Agreement.  Any failure
of the  master  servicer  to make such  advances  would  constitute  an Event of
Default as discussed under "Description of the Securities--Events of Default and
Rights Upon Event of Default"  in the  prospectus.  The  indenture  trustee,  as
successor master servicer,  will be required to make an advance which the master
servicer is required to make but fails to do so.                                

               All Monthly  Advances  will be  reimbursable  to the party making
such Monthly Advance from late collections,  Insurance  Proceeds and Liquidation
Proceeds from the mortgage loan as to which the unreimbursed Monthly Advance was
made.  In  addition,  any  Monthly  Advances  previously  made in respect of any
mortgage loan that are deemed by the related  servicer or the master servicer to
be  nonrecoverable   from  related  late  collections,   Insurance  Proceeds  or
Liquidation  Proceeds  may be  reimbursed  to such party out of any funds in the
collection account prior to the payments on the notes.                          

ALLOCATION OF LOSSES; SUBORDINATION                                             

               The principal  portion of Realized  Losses on the mortgage  loans
will be allocated on any payment date as follows: first, to the Class B-6 Notes;
second,  to the Class B-5 Notes;  third, to the Class B-4 Notes;  fourth, to the
Class B-3 Notes;  fifth, to the Class B-2 Notes;  sixth, to the Class B-1 Notes;
and seventh, to the Class M Notes, in each case until its Note Principal Balance
has been reduced to zero.  Thereafter,  the principal portion of Realized Losses
on the Group I Mortgage  Loans  will be  allocated  to the Class A-1 Notes,  the
principal  portion of  Realized  Losses on the Group II  Mortgage  Loans will be
allocated to the Class A-2 Notes and the principal portion of Realized Losses on
the Group III Mortgage  Loans will be allocated to the Class A-3 Notes,  in each
case until its Note Principal Balance has been reduced to zero.                 

               The  principal  portion of Debt  Service  Reductions  will not be
allocated  in  reduction  of the Note  Principal  Balance of any class of notes.
However,  after the Cross-Over Date, the amounts payable under clause (i) of the
definition of Senior Optimal Principal Amount for the Class A-1 Notes, Class A-2
Notes or Class A-3 Notes,  as  applicable,  will be reduced by the amount of any
Debt Service  Reductions  applicable  to the mortgage  loans of the related Loan
Group.  Regardless of when they occur,  Debt Service                            

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Reductions may reduce the amount of Available  Funds for a Loan Group that would
otherwise  be  available  for  payment  on a  payment  date.  As a result of the
subordination of the Subordinate Notes in right of payment to the Offered Notes,
any  Debt  Service  Reductions  relating  to the  mortgage  loans  prior  to the
Cross-Over  Date,  will be borne by the  Subordinate  Notes (to the extent  then
outstanding) in inverse order of payment priority.                              

               In  order  to  maximize  the  likelihood  of  payment  in full of
interest and principal to the Offered  Notes,  on each payment date,  holders of
Offered Notes have a right to payments of the  Available  Funds from the related
Loan Group prior to any  payments  being made to the holders of the  Subordinate
Notes.                                                                          

               Any  allocation  of a  Realized  Loss  to a note  will be made by
reducing the Note Principal Balance thereof by the amount so allocated as of the
payment date in the month  following  the calendar  month in which such Realized
Loss was incurred.                                                              

               An allocation of a Realized Loss on a PRO RATA basis among two or
more  classes of notes  means an  allocation  to each such class of notes on the
basis of its then outstanding  Note Principal  Balance prior to giving effect to
payments to be made on such payment date.                                       

               In the event that the  related  servicer  or the master  servicer
recovers any amount with respect to a Liquidated  Mortgage  Loan with respect to
which a Realized Loss has been incurred  after  liquidation  and  disposition of
such mortgage  loan,  any such amount,  being referred to herein as a Subsequent
Recovery,  will  be paid in  accordance  with  the  priorities  described  under
"Description  of the  Notes--Distributions  on the  Notes"  in  this  prospectus
supplement  and the Note Principal  Balance of each class of  Subordinate  Notes
that has been reduced by the  allocation of a Realized Loss to such note will be
increased,  in order of seniority,  by the amount of such  Subsequent  Recovery.
Holders of such notes will not be  entitled to any payment in respect of current
interest  on the  amount  of such  increases  for any  Interest  Accrual  Period
preceding  the  payment  date on which  such  increase  occurs.  Any  Subsequent
Recovery that is received during a Prepayment  Period will be included as a part
of the related Available Funds for the related payment date.                    

REPORTS TO NOTEHOLDERS                                                          

               The securities  administrator will generate, based on information
received  from the master  servicer and the  servicers,  the monthly  statements
discussed in the prospectus  under  "Description of the  Securities--Reports  to
Securityholders," which will include information as to the outstanding aggregate
Note  Principal  Balance of the Offered  Notes and the status of the  applicable
form of credit enhancement.  The securities 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
Citibank's internet website.  Assistance in using the website can be obtained by
calling Citibank's Agency & Trust department at (212) 816-5685. 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 securities  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 securities  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 securities administrator or Citibank on its behalf will,
upon request,  prepare and deliver to each holder of a note of record during the
previous calendar year a statement  containing  information  necessary to enable
noteholders  to prepare their tax returns.  Such  obligation  of the  securities
administrator  will  be  deemed  to  have  been  satisfied  to the  extent  that
substantially comparable information is provided by the securities              

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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 Servicing Agreement,  a form of which is filed as
an exhibit to the registration statement.                                       

               Approximately  94.65% of the mortgage  loans were  originated  by
Wells Fargo, and Wells Fargo will conduct the primary  servicing thereof for the
master  servicer.  Approximately  5.35% of the mortgage loans were originated by
First Republic and First Republic will conduct the primary servicing thereof for
the master servicer.  Each servicer will conduct such primary servicing pursuant
to a related servicing agreement.                                               

               Primary  servicing of the mortgage  loans will be provided for in
accordance  with various sale and servicing  agreements  or similar  agreements,
referred to in this prospectus supplement as the Wells Fargo Servicing Agreement
or the First Republic  Servicing  Agreement,  as  applicable.  Each of the Wells
Fargo  Servicing  Agreement  and  First  Republic  Servicing  Agreement  will be
assigned to the Trust  pursuant to an  assignment,  assumption  and  recognition
agreement among the related  servicer,  the seller and the indenture  trustee on
behalf of the noteholders.                                                      

               Each servicer will be  responsible  for the primary  servicing of
the  mortgage  loans  covered by the Wells Fargo  Servicing  Agreement  or First
Republic  Servicing  Agreement,  as  applicable,  and pursuant to the  Servicing
Agreement  the  master  servicer  will be  responsible  that such  servicing  be
conducted  for the  benefit of the  indenture  trustee  and the  noteholders  as
provided  in the  Servicing  Agreement.  In the event of a default by a servicer
under the Wells Fargo Servicing Agreement or First Republic Servicing Agreement,
as applicable,  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                                                             

               CitiMortgage,  a New York corporation,  maintains offices related
to its master servicing functions at 14652 Dallas Parkway, Suite 210, Dallas, TX
75240. In this capacity,  CitiMortgage  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  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  applies a variety of review  mechanisms,  including
selected  on-site  reviews of  servicers,  to assure this goal is  accomplished.
Likewise,  CitiMortgage  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.                     

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THE SERVICER                                                                    

               The  information set forth below with regard to Wells Fargo Bank,
N.A. has been  provided to the  depositor by Wells Fargo Bank,  N.A., a national
banking association,  referred to in this prospectus  supplement as Wells Fargo,
or as the related servicer with respect to the Wells Fargo Mortgage Loans.      

GENERAL                                                                         

               Wells Fargo Bank,  N.A.  ("Wells  Fargo") is an indirect,  wholly
owned  subsidiary  of Wells  Fargo &  Company.  Wells  Fargo is  engaged  in the
business of (i) originating,  purchasing and selling residential  mortgage loans
in its own name and  through  its  affiliates  and  (ii)  servicing  residential
mortgage loans for its own account and for the account of others. Wells Fargo is
an approved  servicer of Fannie Mae and Freddie  Mac.  Wells  Fargo's  principal
office for  servicing  functions is located at 1 Home Campus,  Des Moines,  Iowa
50328-0001.                                                                     

WELLS FARGO DELINQUENCY EXPERIENCE                                              

               The following tables set forth certain  information,  as reported
by Wells Fargo,  concerning  recent  delinquency and  foreclosure  experience on
mortgage loans included in mortgage pools underlying  certain series of mortgage
pass-through  certificates issued by Wells Fargo's affiliate,  Wells Fargo Asset
Securities   Corporation,   with  respect  to  which  one  or  more  classes  of
certificates were publicly offered and as to which Wells Fargo acts as servicer.
The  delinquency and  foreclosure  experience set forth in the following  tables
includes mortgage loans with various terms to stated maturity and includes loans
having a variety of payment  characteristics.  In addition,  the adjustable-rate
loan table includes mortgage loans with various periods until the first interest
rate adjustment date and different indices upon which the adjusted interest rate
is based.  Certain of the adjustable-rate  loans also provide for the payment of
only interest until the first  adjustment  date.  There can be no assurance that
the  delinquency and  foreclosure  experience set forth in the following  tables
will be  representative  of the results that may be experienced  with respect to
the mortgage loans included in the trust.                                       

                                                        [Enlarge/Download Table]


         WELLS FARGO                                                                                                               
 DELINQUENCY AND FORECLOSURE                                                                                                       
         EXPERIENCE                                                                                                                

                                                  BY DOLLAR                          BY DOLLAR                         BY DOLLAR   
                                  BY NO.           AMOUNT            BY NO.           AMOUNT            BY NO.          AMOUNT     
                                 OF LOANS         OF LOANS          OF LOANS         OF LOANS          OF LOANS        OF LOANS    
                                 --------         --------          --------         --------          --------        --------    
(Dollar Amounts in Thousands)     AS OF DECEMBER 31, 2003            AS OF DECEMBER 31, 2004            AS OF JUNE 30, 2005        
                                  -----------------------            -----------------------            -------------------        
                                                                                                                                   
      Fixed-Rate Loans            27,529         $12,685,318         27,069         $12,321,323         30,024        $13,701,902  
                              ==============  ==================  ============= =================  =============== ================
  Period of Delinquency(1)                                                                                                         

         30-59 Days                 55             $25,106             37             $14,212             51            $19,698    
         60-89 Days                 14             $5,033              10             $3,882              15            $5,691     
       90 days or more              9              $3,523              8              $2,348              13            $4,203     
                              --------------  ------------------  ------------- -----------------  --------------- ----------------
   Total Delinquent Loans           78             $33,662             55             $20,442             79            $29,592    
                              ==============  ==================  ============= =================  =============== ================
 Percent of Fixed-Rate Loans      0.28%             0.27%            0.20%             0.17%             0.26%           0.22%     

       Foreclosures(2)              28             $11,328             10             $4,366               5            $2,456     
    Foreclosure Ratio (3)         0.10%             0.09%            0.04%             0.04%             0.02%           0.02%     


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                                                        [Enlarge/Download Table]


           WELLS FARGO                                                                                                            
   DELINQUENCY AND FORECLOSURE                                                                                                    
           EXPERIENCE                                                                                                             

                                                  BY DOLLAR                      BY DOLLAR                          BY DOLLAR     
                                   BY NO.          AMOUNT         BY NO.           AMOUNT          BY NO.            AMOUNT       
                                  OF LOANS        OF LOANS       OF LOANS         OF LOANS        OF LOANS          OF LOANS      
                                  --------        --------       --------         --------        --------          --------      
  (Dollar Amounts in Thousands)    AS OF DECEMBER 31, 2003       AS OF DECEMBER 31, 2004             AS OF JUNE 30, 2005          
                                   -----------------------       -----------------------             -------------------          
                                                                                                                                  
      Adjustable-Rate Loans        17,353        $8,733,883       60,470        $27,907,056        95,424          $43,285,720    
                                 ===========  ===============  ============  =================  =============   ==================
    Period of Delinquency(1)                                                                                                      

           30-59 Days                19            $10,283          81            $31,289            85              $40,242      
           60-89 Days                 4            $2,159            7             $3,847            10              $4,492       
         90 days or more              3            $1,751            5             $2,089            8               $2,695       
                                 -----------  ---------------  ------------  -----------------  -------------   ------------------
     Total Delinquent Loans          26            $14,193          93            $37,224           103              $47,430      
                                 ===========  ===============  ============  =================  =============   ==================
Percent of Adjustable-Rate Loans    0.15%           0.16%          0.15%           0.13%           0.11%              0.11%       

         Foreclosures(2)              5            $2,267            4             $1,600            13              $5,003       
      Foreclosure Ratio (3)         0.03%           0.03%          0.01%           0.01%           0.01%              0.01%       


(1)  THE INDICATED  PERIODS OF DELINQUENCY  ARE BASED ON THE NUMBER OF DAYS PAST
     DUE, BASED ON A 30-DAY MONTH. NO MORTGAGE LOAN IS CONSIDERED DELINQUENT FOR
     THESE PURPOSES UNTIL ONE MONTH HAS PASSED SINCE ITS CONTRACTUAL DUE DATE. A
     MORTGAGE  LOAN  IS  NO  LONGER   CONSIDERED   DELINQUENT  ONCE  FORECLOSURE
PROCEEDINGS HAVE COMMENCED.                                           

(2)  INCLUDES   LOANS  IN  THE  APPLICABLE   PORTFOLIO  FOR  WHICH   FORECLOSURE
     PROCEEDINGS  HAD BEEN  INSTITUTED  OR WITH  RESPECT  TO WHICH  THE  RELATED
PROPERTY HAD BEEN ACQUIRED AS OF THE DATES INDICATED.                 

(3)  FORECLOSURE  AS A  PERCENTAGE  OF LOAN  COUNT OR  PRINCIPAL  BALANCE IN THE
APPLICABLE PORTFOLIO AT THE END OF EACH PERIOD.                       

 INDENTURE

GENERAL                                                                         

               The notes will be issued  pursuant  to the  Indenture,  a form of
which is filed as an exhibit to the registration  statement. A current report on
Form 8-K  relating to the notes  containing a copy of the  Indenture,  the Trust
Agreement,  the Administration Agreement and the Servicing Agreement as executed
will be filed by the  depositor  with the  Securities  and  Exchange  Commission
within  fifteen  days  of the  initial  issuance  of the  notes,  except  if the
fifteenth day falls on a Saturday, a Sunday or a holiday, it can be filed on the
following  business  day.  Reference  is made to the  prospectus  for  important
information  in  addition  to  that  presented  in  this  prospectus  supplement
regarding  the Trust,  the terms and  conditions  of the Indenture and the Trust
Agreement and the notes.                                                        

THE ISSUER                                                                      

               The  issuer is a  statutory  trust  formed  under the laws of the
State of Delaware  pursuant to the short form trust  agreement  (the "Short Form
Trust  Agreement"),  dated as of August 30, 2005 between the  depositor  and the
owner  trustee,  as amended  and  restated by the  amended  and  restated  trust
agreement,  dated as of August 31, 2005, among the depositor, the owner trustee,
the securities  administrator and Citibank as the certificate  registrar and the
certificate  paying  agent.  The  Trust  Agreement  constitutes  the  "governing
instrument"  under  the laws of the  State of  Delaware  relating  to  statutory
trusts.  After its  formation,  the issuer will not engage in any activity other
than (i) acquiring  and holding the assets of the Trust and proceeds  therefrom,
(ii) issuing the notes,  (iii) making payments on the notes and (iv) engaging in
other  activities  that are necessary,  suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.  Notwithstanding the
foregoing,  the issuer,  at the  direction of the  majority  holder of the owner
trust  certificate,  may amend its permitted  activities,  by (i) an appropriate
amendment to the applicable  Agreement,  (ii) any opinion of counsel  reasonably
requested by the underwriter, the rating agencies, the indenture trustee and the
securities  administrator,  and  (iii)  written  confirmation  from             

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the Rating  Agencies  that such  amendment  will not result in the rating of any
Note to be downgraded, withdrawn or suspended.                                  

               The assets of the issuer  will  consist  primarily  of the entire
beneficial  ownership interest in the mortgage loans and certain related assets.
In accordance with the  Administration  Agreement,  certain duties of the issuer
under the  Agreements  will be  performed by the  indenture  trustee and certain
other duties will be performed by the depositor or an affiliate thereof.        

THE OWNER TRUSTEE                                                               

               Wilmington  Trust  Company is the owner  trustee  under the Trust
Agreement. The owner trustee is a Delaware banking corporation and its principal
offices are located in Wilmington, Delaware.                                    

               As  compensation  for its duties under the Trust  Agreement,  the
owner  trustee  will be paid a fee and any other fees and charges as agreed upon
by the owner trustee and the depositor pursuant to a separate fee agreement. The
Indenture  will provide that the owner trustee is entitled to recover from funds
on deposit  in the  Payment  Account  any  amounts  due or  expenses,  costs and
liabilities  incurred by or reimbursable to the owner trustee to the extent such
amounts have not previously been paid.                                          

               Neither the owner trustee nor any  director,  officer or employee
of  the  owner  trustee  will  be  under  any  liability  to the  issuer  or the
noteholders  under the Trust Agreement under any  circumstances,  except for the
owner trustee's own misconduct, gross negligence, bad faith or negligent failure
to act or in the case of the inaccuracy of certain  representations  made by the
owner trustee in the Trust  Agreement.  All persons into which the owner trustee
may be merged or with which it may be consolidated or any person  resulting from
such merger or  consolidation  shall be the successor of the owner trustee under
the Trust Agreement.                                                            

THE INDENTURE TRUSTEE                                                           

               U.S. Bank  National  Association  will be the  indenture  trustee
under the Indenture.  The depositor and the master servicer and their affiliates
may maintain other banking relationships in the ordinary course of business with
the indenture trustee. The indenture trustee's corporate trust office is located
at U.S. Bank National Association, Corporate Trust Services, One Federal Street,
3rd   Floor,   Boston,   Massachusetts   02110,   Attention:   Corporate   Trust
Services/CMLTI  2005-6 or at such other  address as the  indenture  trustee  may
designate from time to time.                                                    

               The fee of the  indenture  trustee  will be payable by the master
servicer.  The  Indenture  will  provide  that  the  indenture  trustee  and any
director,  officer,  employee or agent of the indenture trustee will be entitled
to recover  from the Payment  Account all  reasonable  out-of  pocket  expenses,
disbursements and advances and expenses of the indenture trustee,  in connection
with any event of  default,  any breach of the  Indenture  or any claim or legal
action  (including any pending or threatened  claim or legal action) incurred or
made  by the  indenture  trustee  in the  administration  of the  Trust  created
pursuant  to  the  Indenture   (including   the  reasonable   compensation   and
disbursements  of its  counsel),  other than any such expense,  disbursement  or
advance as may arise from its negligence or  intentional  misconduct or which is
the responsibility of the noteholders.                                          

THE SECURITIES ADMINISTRATOR                                                    

               CitiMortgage  will act as securities  administrator for the notes
pursuant to the Indenture.  The securities  administrator  will perform  certain
administrative  functions on behalf of the  indenture  trustee.  The  securities
administrator's  offices for  notices  under the  Indenture  are located at 1000
Technology                                                                      

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Drive, O'Fallon, MO 63304, Attention: Mortgage Finance MS 337, and its telephone
number is 636-261-1313.                                                         

               The  principal   compensation   to  be  paid  to  the  securities
administrator  in respect of its obligations  under the Agreements will be equal
to certain investment  earnings on the amounts on deposit in the payment account
and  an  administration  fee  accrued  at the  Administration  Fee  Rate  on the
aggregate Scheduled Principal Balance of the mortgage loans.                    

               The Agreements will provide that the securities administrator and
any director, officer, employee or agent of the securities administrator will be
entitled to recover from the  collection  account all  reasonable  out-of pocket
expenses,   disbursements   and  advances   and   expenses  of  the   securities
administrator,  in  connection  with any  Event of  Default,  any  breach of the
Agreement  or any claim or legal  action  (including  any pending or  threatened
claim or legal action)  incurred or made by the securities  administrator in the
administration  of the Trust created  pursuant to the Agreements  (including the
reasonable  compensation and disbursements of its counsel),  other than any such
expense, disbursement or advance as may arise from its negligence or intentional
misconduct or which is the responsibility of the noteholders.                   

THE PAYING AGENT, NOTE 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, note
registrar and authenticating  agent under the Indenture and will perform certain
administrative functions relating to such appointment on behalf of the indenture
trustee and the securities  administrator.  Citibank's offices for notices under
the Indenture are located 388 Greenwich  Street,  14th Floor, New York, New York
10013,  Attention:  Citibank Agency & Trust,  and its telephone  number is (212)
816-5827.                                                                       

               As compensation  to Citibank in respect of its obligations  under
the  Indenture,  Citibank's  fees will be paid by the  securities  administrator
pursuant  to  a  separate   agreement   between   Citibank  and  the  securities
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 payable to noteholders.                            

RIGHTS UPON EVENT OF DEFAULT                                                    

               If an  Event of  Default  should  occur  and be  continuing  with
respect to the  Offered  Notes,  the  securities  administrator,  at the written
direction of the holders of the Offered Notes  representing more than 50% of the
aggregate  Note  Principal  Balance of the Offered Notes then  outstanding,  may
declare the  principal of the Offered  Notes,  together  with accrued and unpaid
interest  thereon  through  the  date of  acceleration,  to be due  and  payable
immediately. Such declaration may, under certain circumstances, be rescinded and
annulled by the holders of the Offered Notes  representing  more than 50% of the
aggregate Note Principal Balance of the Offered Notes then outstanding.         

               If the  securities  administrator  collects any money or property
with respect to the mortgage loans  following an Event of Default,  Citibank (as
paying agent on behalf of the securities  administrator)  will pay out the money
or property in the following order:                                             

     (A)  FIRST,  to the indenture  trustee,  the owner trustee,  the securities
          administrator,  master  servicer the custodian and the servicers,  for
          amounts due and not previously  paid pursuant to the Indenture and the
other Agreements;                                           

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     (B)  SECOND,  to the Class A-1 Notes,  Class A-2 Notes and Class A-3 Notes,
          for amounts due and unpaid on such notes with respect to interest (not
          including  any Basis  Risk  Shortfall  Carryover  Amounts),  PRO RATA,
          according  to the  amounts  due and  payable  on each  such  notes for
interest;                                                   

     (C)  THIRD,  to the Class A-1  Notes,  Class A-2 Notes and Class A-3 Notes,
          for  amounts due and unpaid on such notes with  respect to  principal,
          and to each holder thereof ratably,  without preference or priority of
          any kind,  according  to the amounts due and payable on such notes for
          principal,  until the Note  Principal  Balance  of each such  class is
reduced to zero;                                            

     (D)  FOURTH,  to the Class A-1 Notes,  Class A-2 Notes and Class A-3 Notes,
          any Basis Risk Shortfall  Carryover Amounts based on the amount of any
Basis Risk Shortfall Carryover Amounts not previously paid; 

     (E)  FIFTH, to the Class M, Class B-1, Class B-2, Class B-3, Class X, Class
          B-4,  Class  B-5 and  Class  B-6  Notes,  in the  manner  and order of
priority set forth in the Indenture; and                    

     (F)  SIXTH,  to the  owner  trust  certificates  as set  forth in the Trust
Agreement.                                                  

LIMITATION ON SUITS                                                             

               To the extent set forth in the Indenture,  no Offered  Noteholder
will have any right to institute any  proceedings  with respect to the Indenture
unless (1) such Offered  Noteholder has  previously  given written notice to the
indenture trustee of a continuing Event of Default; (2) noteholders representing
not less than 25% of the aggregate Note  Principal  Balance of the Offered Notes
then outstanding have made written request to the indenture trustee to institute
proceedings  in respect  of such  Event of Default in its own name as  indenture
trustee, on behalf of the Offered Noteholder;  (3) such noteholders have offered
to the  indenture  trustee  indemnity  satisfactory  to it  against  the  costs,
expenses and liabilities to be incurred in compliance with such request; (4) for
60 days after its receipt of such  notice,  request and offer of  indemnity  the
indenture  trustee  has failed to  institute  any such  proceedings;  and (5) no
direction inconsistent with such written request has been given to the indenture
trustee during such 60-day period by such noteholders representing more than 50%
of the aggregate Note Principal Balance of the Offered Notes then outstanding.  

OPTIONAL REDEMPTION                                                             

               The majority holder of the owner trust  certificates may purchase
all of the mortgage  loans,  together  with any  properties  in respect  thereof
acquired  on  behalf  of the  Trust on or after  the  payment  date on which the
aggregate Scheduled Principal Balance of the mortgage loans as of the end of the
prior  Due  Period  is less  than or  equal  to 10% of the  aggregate  Scheduled
Principal Balance of the mortgage loans as of the Cut-off date.                 

LIMITED MORTGAGE LOAN PURCHASE RIGHT                                            

               The Trust  Agreement  provides  that the  majority  holder of the
owner  trust  certificates  will have the  option,  but not the  obligation,  to
purchase at any one time up to 1.0% of the mortgage  loans (and in any case,  at
least 5 mortgage  loans) from the Trust at a purchase  price of par plus accrued
interest.                                                                       

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VOTING RIGHTS                                                                   

               Voting rights of the Trust in general will be allocated among the
classes of notes based upon their respective Note Principal Balances.           

 THE SERVICING AGREEMENT

               The  following  summary  describes  a  number  of  terms  of  the
Servicing Agreement.  The summary does not purport to be complete and is subject
to, and  qualified  in its  entirety  by  reference  to, the  provisions  of the
Servicing  Agreement.  The  depositor  will provide to a  prospective  or actual
noteholder  without charge, on written request, a copy (without exhibits) of the
Servicing  Agreement.  Requests should be addressed to 390 Greenwich Street, 4th
Floor, New York, New York 10013, Attention: Mortgage Finance.                   

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

               The master  servicer  will be  entitled to  compensation  for its
activities  under the  Servicing  Agreement  which  shall be equal to the sum of
seven business days of investment income on funds in the collection account. The
Servicing  Agreement also will provide that the Master Servicer will be entitled
to reimbursement  from the collection account for advances and certain expenses.
The  servicers  will  be  entitled  to  receive  a fee as  compensation  for its
activities  under the Wells Fargo  Servicing  Agreement  and the First  Republic
Servicing Agreement,  as applicable,  equal to the applicable Servicing Fee Rate
multiplied by the Scheduled  Principal Balance of each mortgage loan serviced by
the related  servicer,  as of the Due Date in the month  preceding  the month in
which such payment date occurs.                                                 

               In addition  to the primary  compensation  described  above,  the
servicers 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 applicable  mortgagors and as provided in the Wells Fargo
Servicing Agreement and the First Republic Servicing Agreement, as applicable.  

               Each of the servicers will pay all related  expenses  incurred in
connection with its servicing responsibilities (subject to limited reimbursement
as  described  in the Wells Fargo  Servicing  Agreement  and the First  Republic
Servicing Agreement, as applicable).                                            

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

               Subject to the terms of the Wells Fargo  Servicing  Agreement  or
the First Republic Servicing Agreement, as applicable, the related servicer will
take  such  action  as it deems to be in the best  interest  of the  Trust  with
respect to defaulted  mortgage loans and foreclose upon or otherwise  comparably
convert the  ownership of properties  securing  defaulted  mortgage  loans as to
which no  satisfactory  collection  arrangements  can be made. To the extent set
forth  in the  Wells  Fargo  Servicing  Agreement  or First  Republic  Servicing
Agreement,  as  applicable,  the related  servicer  will  service  the  property
acquired by the Trust through  foreclosure  or  deed-in-lieu  of  foreclosure in
accordance with procedures that such servicer employs and exercises in servicing
and administering mortgage loans for its own account and which are in accordance
with accepted mortgage servicing practices of prudent lending  institutions.  In
addition,  the related servicer may be entitled to retain additional  amounts in
connection with the management and liquidation of a REO Property  related to the
mortgage  loans  serviced  by such  servicer  as  provided  in the  Wells  Fargo
Servicing Agreement or First Republic Servicing Agreement, as applicable.       

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               Since  Insurance  Proceeds  cannot exceed  deficiency  claims and
certain expenses  incurred by the related servicer,  no insurance  payments will
result in a recovery to noteholders  which exceeds the principal  balance of the
defaulted mortgage loan together with accrued interest thereon at its Note Rate.

OPTIONAL SALE OF DEFAULTED MORTGAGE LOANS                                       

               In addition to the  procedures  set forth under the heading  "The
Servicing  Agreement--Realization  Upon  Defaulted  Loans"  in  this  prospectus
supplement, each of the servicers may also, in its discretion, as an alternative
to  foreclosure,  sell  defaulted  mortgage  loans at fair market value to third
parties,  if such servicer  reasonably  believes  that such sale would  maximize
proceeds to the  noteholders  in the  aggregate  (on a present value basis) with
respect to that mortgage loan.                                                  

SPECIAL FORECLOSURE RIGHTS                                                      

               For  so  long  as  the   majority   holder  of  the  owner  trust
certificates  also holds all of the classes of the Subordinate Notes and has not
previously  breached  its  obligation  to purchase a mortgage  loan as set forth
herein,  neither of the servicers  will commence  foreclosure  proceedings  with
respect to a related  mortgage  loan unless (i) no later than five business days
prior to such commencement,  it notifies the master servicer of its intention to
do so, and (ii) the  majority  holder of the owner  trust  certificates,  either
directly  or  through  the  master  servicer,  does  not,  within  such  period,
affirmatively  object to such action.  If the majority holder of the owner trust
certificates  timely  and  affirmatively  objects to such  action,  then it will
instruct the master servicer to hire the three appraisal firms identified in the
Wells Fargo  Servicing  Agreement  or First  Republic  Servicing  Agreement,  as
applicable,  to compute the fair value of the mortgaged property relating to the
mortgage  loan  utilizing  the  Fannie  Mae Form 2055  Exterior-Only  Inspection
Residential  Appraisal  Report (each such  appraisal firm  computation,  a "Fair
Value Price"), in each case no later than 30 days from the date of such holder's
objection.  Subject to certain provisions in the Wells Fargo Servicing Agreement
and First Republic Servicing Agreement,  as applicable,  the holder of the owner
trust  certificates  will,  no later  than 5 days after the  expiration  of such
30-day period, purchase such mortgage loan and the related mortgaged property at
an amount equal to the highest of the three Fair Value Prices determined by such
appraisal firms plus accrued and unpaid interest thereon.                       

               In  addition,  for so long as the  majority  holder  of the owner
trust  certificates  also holds all of the classes of the Subordinate  Notes and
has not  previously  breached its  obligation to purchase a mortgage loan as set
forth herein,  in the event that the related servicer  determines not to proceed
with foreclosure proceedings with respect to a mortgage loan that is 60 days' or
more delinquent,  prior to taking any action with respect to such mortgage loan,
such  servicer  must  promptly  provide the master  servicer with notice of such
determination  and a description of such other action as it intends to take with
respect to such  mortgage  loan. A servicer is not permitted to proceed with any
such action unless the majority holder of the owner trust  certificates,  either
directly or through the master  servicer,  does not,  within five  business days
following such notice, affirmatively object to such servicer taking such action.
If the majority holder of the owner trust certificates  timely and affirmatively
objects to such servicer's contemplated action, then it will instruct the master
servicer  to hire the  three  appraisal  firms  identified  in the  Wells  Fargo
Servicing  Agreement or First Republic Servicing  Agreement,  as applicable,  to
compute  the fair  value  of the  mortgaged  property  relating  to the  related
mortgage  loan  utilizing  the  Fannie  Mae Form 2055  Exterior-Only  Inspection
Residential  Appraisal  Report, in each case no later than 30 days from the date
of such holder's objection.  The majority holder of the owner trust certificates
will, no later than 5 days after the expiration of such 30-day period,  purchase
such mortgage loan and the related mortgaged  property at an amount equal to the
highest of the three Fair Value Prices  determined by such appraisal  firms plus
accrued and unpaid interest thereon.                                            

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               Notwithstanding  anything  herein to the  contrary,  the majority
holder of the owner  trust  certificates  shall  not be  entitled  to any of its
rights described herein with respect to a mortgage loan following its failure to
purchase such mortgage loan and the related  mortgaged  property (at the highest
of the three Fair Value Prices  respectively  determined by such appraisal firms
as set forth above) during the time frame set forth in the Wells Fargo Servicing
Agreement or the First Republic Servicing  Agreement,  as applicable,  following
its objection to the related servicer's action. Moreover, the majority holder of
the owner trust  certificates  shall not be entitled to the foregoing  rights if
any of the  Subordinate  Notes are held by entities that are  unaffiliated  with
such majority holder.                                                           

               Subject to the conditions  set forth in the Servicing  Agreement,
once the majority holder of the owner trust  certificates no longer holds all of
the classes of the  Subordinate  Notes,  or  following  the  forfeiture  of such
holder's rights as set forth in the preceding paragraph,  the Seller may, at its
option,  purchase from the Trust any mortgage loan which has been delinquent for
at least 91 days.  That  purchase  shall  be at a  purchase  price  equal to the
Repurchase Price.                                                               

 FEDERAL INCOME TAX CONSEQUENCES

               It is anticipated  that, on the closing date, 100% of the Offered
Notes,  Class X Notes,  Subordinate  Notes, and owner trust certificates will be
acquired by an entity which is classified  for federal  income tax purposes as a
REIT (within the meaning of Section 856(a) of the Code),  directly or indirectly
through one or more qualified REIT  subsidiaries  (within the meaning of Section
856(i) of the Code) of such REIT or one or more entities disregarded as entities
separate from such REIT or its qualified REIT  subsidiaries  (collectively,  the
"Equity Owner"). For purposes of this discussion,  and in rendering the opinions
discussed herein, Thacher Proffitt & Wood LLP has not independently verified the
qualification of the Equity Owner as a REIT, qualified REIT subsidiary or entity
disregarded as an entity  separate from a REIT or a qualified  REIT  subsidiary,
but instead  will rely solely upon  representations  made by the Equity Owner to
the effect that (i) the Equity Owner has been  organized in conformity  with the
requirements  for  qualification  and  taxation as a REIT under the Code and has
timely  filed an election to be a REIT,  (ii) the Equity  Owner owns for federal
income tax purposes,  as of the closing date, directly or indirectly through one
or more qualified REIT  subsidiaries of the Equity Owner or one or more entities
disregarded  as entities  separate  from the Equity  Owner or a  qualified  REIT
subsidiary  of the  Equity  Owner,  100% of the  Offered  Notes,  Class X Notes,
Subordinate  Notes,  and owner trust  certificates,  and (iii) the Equity  Owner
currently  operates  and intends to continue to operate in a manner that enables
it to meet the  requirements  for  qualification  and  taxation  as a REIT,  and
intends  to  maintain  the  status  of  each  other  entity  necessary  for  the
correctness  of clause (ii) above as a qualified  REIT  subsidiary of the Equity
Owner or as an entity disregarded as an entity separate from the Equity Owner or
any such  qualified REIT  subsidiary,  in each case until the earlier of (a) the
date on which  none of the  notes is  outstanding  or (b) the date on which  the
Equity  Owner  has  transferred  100%  of the  Offered  Notes,  Class  X  Notes,
Subordinate  Notes and owner trust  certificates  (other than any Offered Notes,
Class X Notes  or  Subordinate  Notes  with  respect  to  which a "will be debt"
opinion  has been  rendered by  nationally  recognized  tax  counsel) to another
entity  that  qualifies  as a  REIT,  directly  or by  transfer  to one or  more
qualified REIT subsidiaries of such REIT or one or more entities  disregarded as
entities  separate  from  such  REIT or such  qualified  REIT  subsidiaries  (in
accordance with the terms of the Indenture and the Trust Agreement).            

               For so  long  as  100%  of the  Offered  Notes,  Class  X  Notes,
Subordinate Notes, and owner trust certificates are held by a REIT,  directly or
indirectly  through one or more qualified REIT  subsidiaries of such REIT or one
or  more  entities  disregarded  as  entities  separate  from  such  REIT or its
qualified REIT  subsidiaries,  for federal income tax purposes the Offered Notes
will not be  considered  issued and  outstanding.  If some or all of the Offered
Notes were  transferred  to a party  unrelated  to the Equity  Owner for federal
income tax purposes,  then depending upon the circumstances existing at the time
of  the  transfer,   the  Offered  Notes  could  become  characterized  as  debt
instruments  of, or equity  interests  in,  the                                 

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Trust for federal  income tax  purposes as of the time of the  transfer.  If the
Offered  Notes  were  determined  as  of  such  time  to  be   characterized  as
indebtedness  for federal income tax purposes,  the amount of any original issue
discount with respect to such Offered Notes would be determined at such time.   

               In the  opinion  of  Thacher  Proffitt  & Wood LLP,  based on the
application  of existing law and assuming  compliance  with the  Indenture,  the
Trust Agreement and other related documents,  and based in part on the facts set
forth  in  this   prospectus   supplement   and   additional   information   and
representations,  for federal income tax purposes,  the Trust will be either (A)
disregarded  as an  entity  separate  from its  owner for so long as 100% of the
Offered Notes,  Class X Notes,  Subordinate  Notes, and owner trust certificates
(or 100% of the Offered Notes, Class X Notes, Subordinate Notes, and owner trust
certificates other than some or all of a single class of Notes which are treated
as issued and outstanding and  characterized as  indebtedness,  in each case for
federal  income tax  purposes)  are held by an entity  which is  classified  for
federal  income tax purposes as a REIT,  directly or  indirectly  through one or
more  qualified  REIT  subsidiaries  of  such  REIT  or  one  or  more  entities
disregarded  as  entities   separate  from  such  REIT  or  its  qualified  REIT
subsidiaries, or (B) a "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code,  for so long as 100% of the  Offered  Notes,  Class X Notes,
Subordinate Notes, and owner trust  certificates  (other than some or all of two
or  more  classes  Notes  which  are  treated  as  issued  and  outstanding  and
characterized as indebtedness, in each case for federal income tax purposes) are
held by an entity which is classified for federal income tax purposes as a REIT,
directly or indirectly  through one or more qualified REIT  subsidiaries of such
REIT or one or more entities  disregarded as entities separate from such REIT or
its qualified REIT subsidiaries.  Under the Indenture, the issuer, the indenture
trustee  and any  noteholder  other  than the Equity  Owner,  a  qualified  REIT
subsidiary  thereof  or an entity  disregarded  as an entity  separate  from the
Equity  Owner or a qualified  REIT  subsidiary  thereof  will agree to treat the
Offered Notes as indebtedness for federal,  state and local income and franchise
tax purposes.                                                                   

               For so  long  as  100%  of the  Offered  Notes,  Class  X  Notes,
Subordinate  Notes, and owner trust  certificates are owned by the Equity Owner,
the Trust will be disregarded as an entity  separate from the Equity Owner,  and
none of the notes or owner  trust  certificates  will be  treated  as issued and
outstanding, in each case for federal income tax purposes. In the event that two
or more  classes of Notes are  transferred  to third  parties  unrelated  to the
Equity Owner for federal  income tax purposes,  such that those classes of Notes
are treated as issued and outstanding for federal income tax purposes,  and such
classes of notes are  characterized  as indebtedness  for certain federal income
tax purposes (either under general tax principles or for purposes of the taxable
mortgage pool rules),  it is anticipated  that the Trust would be classified for
federal income tax purposes as one or more taxable  mortgage pools, or TMPs, for
federal  income  tax  purposes.  In  general,  a TMP is  treated  as a  separate
corporation not includible with any other  corporation in a consolidated  income
tax return, and is subject to corporate income taxation. In such event, however,
so long as 100% of the Offered  Notes,  Class X Notes,  Subordinate  Notes,  and
owner  trust  certificates  (other  than any Offered  Notes,  Class X Notes,  or
Subordinate  Notes that are characterized as indebtedness for federal income tax
purposes)  are  owned by a REIT,  directly  or  indirectly  through  one or more
qualified REIT subsidiaries of such REIT or one or more entities  disregarded as
entities   separate  from  such  REIT  or  its  qualified   REIT   subsidiaries,
classification  of the Trust as one or more TMPs will not cause it to be subject
to corporate income taxation.  Rather,  the consequence of the classification of
the  Trust as one or more  TMPs is that  the  shareholders  of the REIT  will be
required  to treat a portion  of the  dividends  they  receive  from the REIT as
though they were "excess  inclusions"  with respect to a residual  interest in a
real estate  mortgage  investment  conduit within the meaning of Section 860D of
the Code.                                                                       

               In the  event  that  100% of the  Offered  Notes,  Class X Notes,
Subordinate Notes, and owner trust  certificates  (other than any Offered Notes,
Class X Notes or Subordinate  Notes that are  characterized  as indebtedness for
federal  income  tax  purposes)  are no  longer  owned  by a REIT,  directly  or
indirectly                                                                      

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through  one or more  qualified  REIT  subsidiaries  of such REIT or one or more
entities  disregarded as entities  separate from such REIT or its qualified REIT
subsidiaries,  the Trust would become  subject to federal  income  taxation as a
corporation and would not be permitted to file a consolidated federal income tax
return  with any other  corporation.  Pursuant  to the  Indenture  and the Trust
Agreement, no transfer of the Offered Notes, Class X Notes, Subordinate Notes or
owner trust certificates (other than, in general, (a) offered notes with respect
to which (i) a certificate  substantially in the form set forth in the Indenture
has been  furnished  to the  Securities  Administrator  or (ii) a "will be debt"
opinion has been rendered by nationally  recognized tax counsel and furnished to
the Securities  Administrator or (b) any Class X Notes or subordinate notes with
respect  to which a "will be debt"  opinion  has  been  rendered  by  nationally
recognized  tax counsel and furnished to the Securities  Administrator,  in each
case as set forth in the Indenture) will be permitted,  except that 100% of such
Offered Notes,  Class X Notes,  Subordinate  Notes, and owner trust certificates
may be  transferred  to another  entity that  qualifies  for federal  income tax
purposes as a REIT,  directly or by  transfer to or one or more  qualified  REIT
subsidiaries  of such  REIT  or one or more  entities  disregarded  as  entities
separate from such REIT or such  qualified  REIT  subsidiaries,  and except that
such  Offered  Notes,  Class  X  Notes,   Subordinate  Notes,  and  owner  trust
certificates  may be pledged to secure  indebtedness  and may be the  subject of
repurchase  agreements  treated as secured  indebtedness  for federal income tax
purposes,  and such Offered Notes,  Class X Notes,  Subordinate  Notes, or owner
trust  certificates may be transferred  under any such related loan agreement or
repurchase agreement upon a default under any such indebtedness.                

               In the event that federal  income taxes are imposed on the Trust,
the cash flow  available to make payments on the Offered Notes would be reduced.
In addition,  the need for cash to pay such taxes could result in a  liquidation
of the Trust,  with a  consequential  redemption  of the Offered Notes at a time
earlier than anticipated.                                                       

               The  Offered  Notes will not be treated  as assets  described  in
Section  7701(a)(19)(C)  of the  Code or  "real  estate  assets"  under  Section
856(c)(4)(A) of the Code. In addition, interest on the Offered Notes will not be
treated as "interest on obligations secured by mortgages on real property" under
Section  856(c)(3)(B) of the Code. The Offered Notes also will not be treated as
"qualified mortgages" under Section 860G(a)(3)(C) of the Code.                  

               Prospective  investors  in the Offered  Notes should see "FEDERAL
INCOME  TAX  CONSEQUENCES"  and  "STATE  AND  OTHER  TAX  CONSEQUENCES"  in  the
prospectus  for a discussion of the  application  of certain  federal income and
state and local tax laws to the issuer and purchasers of the Offered Notes.     

METHOD OF DISTRIBUTION

               Subject to the terms and conditions set forth in the underwriting
agreement,  dated August 30, 2005,  the  depositor  has agreed to sell,  and the
Underwriter  has agreed to  purchase  the  Offered  Notes.  The  Underwriter  is
obligated to purchase all Offered Notes offered  hereby if it purchases any. The
Underwriter is an affiliate of the depositor.                                   

               Distribution  of the Offered Notes 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 Notes,
before deducting expenses payable by the depositor, will be approximately 99.55%
of the  aggregate  initial Note  Principal  Balance of the Offered  Notes,  plus
accrued interest on the Offered Notes, but before deducting  expenses payable by
the depositor in connection Offered Notes which are estimated to be $700,000. In
connection with the purchase and sale of the Offered Notes,  the Underwriter may
be  deemed  to have  received  compensation  from the  depositor  in the form of
underwriting discounts.                                                         

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

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

SECONDARY MARKET

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

LEGAL OPINIONS

               Legal  matters  relating to the Offered Notes will be passed upon
for the depositor and the Underwriter by Thacher  Proffitt & Wood LLP, New York,
New York.                                                                       

 RATINGS

               It is a condition  to the  issuance of the notes that the Offered
Notes 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  notes address the
likelihood  of the  receipt by  noteholders  of all  distributions  to which the
noteholders  are entitled.  The rating  process  addresses  structural and legal
aspects  associated  with the  notes,  including  the  nature of the  underlying
mortgage  loans.  The ratings  assigned to  mortgage  pass-through  notes 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, the corresponding effect on yield to investors.    

               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 Notes 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 Notes.                           

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

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

LEGAL INVESTMENT

               The Offered Notes 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  Subordinate   Notes  will  not  constitute   "mortgage  related
securities" for purposes of SMMEA.                                              

               The  depositor  makes  no   representations   as  to  the  proper
characterization of the Offered Notes for legal investment or other purposes, or
as to the ability of  particular  investors to purchase the Offered  Notes under
applicable  legal investment  restrictions.  These  uncertainties  may adversely
affect the liquidity of the Offered Notes.  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 the
Offered  Notes  constitutes  a legal  investment  or is subject  to  investment,
capital or other restrictions. See "Legal Investment" in the Prospectus.        

ERISA CONSIDERATIONS

               ERISA and Section 4975 of the Code impose certain requirements on
Plans and on persons who are  fiduciaries  with respect to such Plans.  Any Plan
fiduciary  which  proposes to cause a Plan to acquire  any of the Offered  Notes
would be required to determine whether such an investment is permitted under the
governing Plan  instruments  and is prudent and appropriate for the Plan in view
of its overall investment policy and the composition and  diversification of its
portfolio.  The DOL (as  defined  in the  prospectus)  has  promulgated  the DOL
Regulations defining the term "Plan Assets" for purposes of applying the general
fiduciary  responsibility  provisions  of ERISA and the  prohibited  transaction
provisions  of ERISA and Section  4975 of the Code.  Under the DOL  Regulations,
generally,  when a Plan acquires an "equity interest" in another entity (such as
the Trust),  the  underlying  assets of that entity may be considered to be Plan
Assets.  The DOL Regulations  provide that the term "equity  interest" means any
interest in an entity other than an instrument  which is treated as indebtedness
under applicable local law and which has no "substantial equity features".      

               As of the date hereof,  it is anticipated that the ratings of the
Offered  Notes and the  traditional  debt  features of the Offered  Notes should
cause such notes to be treated  as debt with no  "substantial  equity  features"
under the DOL Regulations.  There can be no assurance given,  however,  that the
Offered  Notes are or will be treated as debt and not "equity  interests"  under
the DOL Regulations. Moreover, the debt treatment of the Offered Notes for ERISA
purposes  could  change  subsequent  to their  issuance;  that is, they could be
treated as equity interests,  if, for example,  the ratings of the Offered Notes
change.  If the  Offered  Notes  were to be  treated  as equity  interests,  the
mortgage  loans and other  assets  of the  Trust  may be  considered  to be Plan
Assets.  Because  of the  factual  nature  of  certain  of  the  above-described
provisions  of  ERISA,  the  Code  and the DOL  Regulations,  Plans  or  persons
investing Plan Assets should carefully consider whether such an investment might
constitute or give rise to a prohibited transaction under ERISA or the Code.    

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               In addition,  ERISA and the Code  prohibit  certain  transactions
involving  the  assets of a Plan and  Parties  in  Interest  (as  defined in the
prospectus) who have certain specified  relationships to the Plan.  Accordingly,
even if the Offered Notes are treated as indebtedness under the DOL Regulations,
prior to making an  investment  in the Offered  Notes,  investing  Plans  should
determine whether the issuer,  the seller, the depositor,  the Underwriter,  the
owner  trustee,  the indenture  trustee,  the master  servicer,  the  securities
administrator,  the  servicers,  any  other  servicer,  any  administrator,  any
provider  of credit  support,  any owner of the  Offered  Notes,  which could be
transferred  subsequent  to the purchase of an Offered Note by a Plan, or any of
their  affiliates  is a Party in Interest  with respect to such Plan and, if so,
whether such  transaction  is subject to one or more  statutory,  regulatory  or
administrative exemptions.  Additionally,  an investment of the assets of a Plan
in certain  securities may cause the assets of the issuer of those securities to
be deemed  "Plan  Assets" of such Plan,  and any person with  certain  specified
relationships  to such issuer to be deemed a Party in Interest  with  respect to
the investing Plan.                                                             

               By acquiring an Offered Note,  each  purchaser  will be deemed to
represent  that either:  (1) it is not acquiring  such note with the assets of a
Plan;  or (2) (A) the  acquisition,  holding and  transfer of such note will not
give rise to a nonexempt  prohibited  transaction  under Section 406 of ERISA or
Section 4975 of the Code and (B) such notes are rated investment grade or better
and such  person  believes  that the  Offered  Notes  are  properly  treated  as
indebtedness  without  substantial  equity  features  for  purposes  of the  DOL
Regulations, and agrees to so treat such notes. Alternatively, regardless of the
rating  of  the  Offered   Notes,   such  person  may  provide  the   securities
administrator and the owner trustee with an opinion of counsel, which opinion of
counsel will not be at the expense of the issuer, the seller, the depositor, the
Underwriter,  the owner trustee, the indenture trustee, the master servicer, the
securities  administrator,  the servicers or any successor servicer which opines
that the  acquisition,  holding and transfer of such note or interest therein is
permissible  under applicable law, will not constitute or result in a non exempt
prohibited  transaction  under  ERISA or  Section  4975 of the Code and will not
subject the issuer,  the  seller,  the  depositor,  the  Underwriter,  the owner
trustee,   the  indenture   trustee,   the  master   servicer,   the  securities
administrator,  the  servicers or any  successor  servicer to any  obligation in
addition to those undertaken in the Indenture.                                  

               ANY PLAN FIDUCIARY  WHICH PROPOSES TO CAUSE A PLAN TO ACQUIRE ANY
OF THE  OFFERED  NOTES  SHOULD  CONSULT  WITH ITS  COUNSEL  WITH  RESPECT TO THE
POTENTIAL  CONSEQUENCES  UNDER ERISA AND THE CODE OF THE PLAN'S  ACQUISITION AND
OWNERSHIP OF SUCH NOTES.                                                        

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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 Notes, Series 2005-6,
will be available only in book-entry  form. The Offered Notes 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   Notes  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 notes 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 (Note 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 (Note 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 note 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 (Note of
Foreign  Status of  Beneficial  Owner for United States Tax  Withholding).  Form
W-8BEN may be filed by the note 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 note  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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Annex II
Assumed Mortgage Loan Characteristics 

                                                        [Enlarge/Download Table]


                                                   REMAINING                                                                     
          STATED                                    TERM TO           LOAN                               INITIAL     PERIODIC    
        PRINCIPAL               MORTGAGE            MATURITY          AGE                 LOAN            RATE        RATE       
       BALANCE ($)               RATE (%)           (MONTHS)        (MONTHS)             INDEX            CAP (%)      CAP (%)   
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
GROUP I MORTGAGE LOANS                                                                                                           
          947,633.80        5.0000000000              320              40           One-Year LIBOR       5.00000      2.00000    
          312,540.52        5.0000000000              322              38            One-Year CMT        5.00000      2.00000    
          500,590.08        5.0000000000              322              38           One-Year LIBOR       5.00000      2.00000    
        7,034,201.57        5.0000000000              325              35            One-Year CMT        5.00000      2.00000    
        7,701,921.87        5.0000000000              325              35           One-Year LIBOR       5.00000      2.00000    
          535,000.00        5.0000000000              325              35            One-Year CMT        5.00000      2.00000    
        5,590,889.92        5.0000000000              326              34            One-Year CMT        5.00000      2.00000    
        6,876,973.58        5.0000000000              326              34           One-Year LIBOR       5.00000      2.00000    
        3,189,275.12        5.0000000000              326              34            One-Year CMT        5.00000      2.00000    
        8,272,589.22        5.0000000000              327              33            One-Year CMT        5.00000      2.00000    
       15,617,507.39        5.0000000000              327              33           One-Year LIBOR       5.00000      2.00000    
        3,452,248.86        5.0000000000              327              33            One-Year CMT        5.00000      2.00000    
        3,311,387.85        5.0000000000              328              32            One-Year CMT        5.00000      2.00000    
        2,031,972.54        5.0000000000              328              32           One-Year LIBOR       5.00000      2.00000    
        2,500,069.96        5.0000000000              328              32            One-Year CMT        5.00000      2.00000    
        2,465,728.30        5.0000000000              329              31            One-Year CMT        5.00000      2.00000    
        6,994,927.87        4.9828542478              329              31           One-Year LIBOR       5.00000      2.00000    
          584,248.35        5.0000000000              329              31            One-Year CMT        5.00000      2.00000    
        1,442,482.13        5.0000000000              330              30            One-Year CMT        5.00000      2.00000    
        6,770,693.11        4.9671111849              330              30           One-Year LIBOR       5.00000      2.00000    
          400,000.00        5.0000000000              330              30            One-Year CMT        5.00000      2.00000    
        3,822,287.67        5.0000000000              331              29            One-Year CMT        5.00000      2.00000    
       11,718,629.20        5.0000000000              331              29           One-Year LIBOR       5.00000      2.00000    
        3,008,603.89        5.0000000000              331              29            One-Year CMT        5.00000      2.00000    
       12,595,036.07        5.0000000000              332              28            One-Year CMT        5.00000      2.00000    
       20,847,608.99        4.9978333518              332              28           One-Year LIBOR       5.00000      2.00000    
        7,342,476.55        5.0000000000              332              28            One-Year CMT        5.00000      2.00000    
       22,738,726.75        5.0000000000              333              27            One-Year CMT        5.00000      2.00000    
       30,190,954.50        4.9960057567              333              27           One-Year LIBOR       5.00000      2.00000    
       15,914,898.31        5.0000000000              333              27            One-Year CMT        5.00000      2.00000    
       19,003,873.02        5.0000000000              334              26            One-Year CMT        5.00000      2.00000    
       20,101,511.09        5.0000000000              334              26           One-Year LIBOR       5.00000      2.00000    
       13,579,533.75        5.0000000000              334              26            One-Year CMT        5.00000      2.00000    
        8,329,261.64        5.0000000000              335              25            One-Year CMT        5.00000      2.00000    
        8,119,082.28        5.0000000000              335              25           One-Year LIBOR       5.00000      2.00000    
        4,470,827.90        5.0000000000              335              25            One-Year CMT        5.00000      2.00000    
        2,929,656.65        5.0000000000              336              24            One-Year CMT        5.00000      2.00000    
          817,425.00        4.7414153821              336              24           One-Year LIBOR       5.00000      2.00000    
        1,941,136.24        5.0000000000              336              24            One-Year CMT        5.00000      2.00000    
       13,361,216.93        4.9898386969              337              23            One-Year CMT        5.00000      2.00000    
        6,455,745.25        5.0000000000              337              23           One-Year LIBOR       5.00000      2.00000    
        6,576,575.51        5.0000000000              337              23            One-Year CMT        5.00000      2.00000    
       20,789,359.49        4.9773275136              338              22            One-Year CMT        5.00000      2.00000    
       18,498,599.95        4.9928512898              338              22           One-Year LIBOR       5.00000      2.00000    
       17,115,604.08        5.0000000000              338              22            One-Year CMT        5.00000      2.00000    
       19,274,403.20        5.0000000000              339              21            One-Year CMT        5.00000      2.00000    
       20,350,044.78        5.0000000000              339              21           One-Year LIBOR       5.00000      2.00000    
       36,696,972.06        5.0000000000              339              21            One-Year CMT        5.00000      2.00000    
          242,208.74        5.0000000000              339              21           One-Year LIBOR       5.00000      2.00000    
       12,670,412.26        5.0000000000              340              20            One-Year CMT        5.00000      2.00000    
       11,160,329.03        5.0000000000              340              20           One-Year LIBOR       5.00000      2.00000    
       24,484,547.86        5.0000000000              340              20            One-Year CMT        5.00000      2.00000    
       13,927,163.72        5.0000000000              341              19            One-Year CMT        5.00000      2.00000    
        6,146,775.66        5.0000000000              341              19           One-Year LIBOR       5.00000      2.00000    
       24,498,280.37        5.0000000000              341              19            One-Year CMT        5.00000      2.00000    
       13,552,835.17        5.0000000000              342              18            One-Year CMT        5.00000      2.00000    
        6,896,621.24        5.0000000000              342              18           One-Year LIBOR       5.00000      2.00000    
       16,568,412.37        5.0000000000              342              18            One-Year CMT        5.00000      2.00000    
        9,881,917.12        5.0000000000              343              17            One-Year CMT        5.00000      2.00000    
        3,862,897.34        5.0000000000              343              17           One-Year LIBOR       5.00000      2.00000    
       25,174,361.47        5.0000000000              343              17            One-Year CMT        5.00000      2.00000    
          636,369.43        5.0000000000              224              16            One-Year CMT        5.00000      2.00000    
        3,417,190.46        5.0000000000              344              16            One-Year CMT        5.00000      2.00000    
          883,907.35        5.0000000000              344              16           One-Year LIBOR       5.00000      2.00000    
        2,178,054.20        5.0000000000              344              16            One-Year CMT        5.00000      2.00000    
        5,004,758.56        5.0000000000              345              15            One-Year CMT        5.00000      2.00000    
        3,482,432.02        4.8390509207              345              15           One-Year LIBOR       5.00000      2.00000    
          486,529.78        5.0000000000              345              15            One-Year CMT        5.00000      2.00000    
        7,012,697.06        5.0000000000              345              15            One-Year CMT        5.00000      2.00000    
        1,825,149.28        5.0000000000              346              14            One-Year CMT        5.00000      2.00000    
        2,527,761.85        4.9826098046              346              14           One-Year LIBOR       5.00000      2.00000    
        9,111,674.91        5.0000000000              346              14            One-Year CMT        5.00000      2.00000    
        2,980,263.68        5.0000000000              347              13            One-Year CMT        5.00000      2.00000    
        2,193,293.29        5.0000000000              347              13           One-Year LIBOR       5.00000      2.00000    
       15,370,200.31        5.0000000000              347              13            One-Year CMT        5.00000      2.00000    
       11,787,260.07        5.0000000000              348              12            One-Year CMT        5.00000      2.00000    
        8,093,592.75        4.9113612580              348              12           One-Year LIBOR       5.00000      2.00000    



                                            MONTHS TO             RATE          REMAINING                                        
  GROSS        MINIMUM        MAXIMUM         NEXT               CHANGE          INTEREST                                        
 MARGIN      MORTGAGE        MORTGAGE         RATE              FREQUENCY      ONLY PERIOD                                       
    (%)        RATE (%)        RATE (%)     ADJUSTMENT           (MONTHS)         (MONTHS)                                       
------------------------------------------------------------------------------------------                                       
                                                                                                                                 
 2.25000       2.25000        10.00000            20                12              N/A                                          
 2.75000       2.75000        10.00000            22                12              N/A                                          
 2.25000       2.25000        10.00000            22                12              N/A                                          
 2.75000       2.75000        10.00000            25                12              N/A                                          
 2.25000       2.25000        10.00000            25                12              N/A                                          
 2.75000       2.75000        10.00000            25                12               25                                          
 2.75000       2.75000        10.00000            26                12              N/A                                          
 2.25000       2.25000        10.00000            26                12              N/A                                          
 2.75000       2.75000        10.00000            26                12               26                                          
 2.75000       2.75000        10.00000            27                12              N/A                                          
 2.25000       2.25000        10.00000            27                12              N/A                                          
 2.75000       2.75000        10.00000            27                12               27                                          
 2.75000       2.75000        10.00000            28                12              N/A                                          
 2.25000       2.25000        10.00000            28                12              N/A                                          
 2.75000       2.75000        10.00000            28                12               28                                          
 2.75000       2.75000        10.00000            29                12              N/A                                          
 2.25000       2.25000        9.98285             29                12              N/A                                          
 2.75000       2.75000        10.00000            29                12               29                                          
 2.75000       2.75000        10.00000            30                12              N/A                                          
 2.25000       2.25000        9.96711             30                12              N/A                                          
 2.75000       2.75000        10.00000            30                12               30                                          
 2.75000       2.75000        10.00000            31                12              N/A                                          
 2.25000       2.25000        10.00000            31                12              N/A                                          
 2.75000       2.75000        10.00000            31                12               31                                          
 2.73662       2.73662        10.00000            32                12              N/A                                          
 2.25000       2.25000        9.99783             32                12              N/A                                          
 2.75000       2.75000        10.00000            32                12               32                                          
 2.75000       2.75000        10.00000            33                12              N/A                                          
 2.25000       2.25000        9.99601             33                12              N/A                                          
 2.75000       2.75000        10.00000            33                12               33                                          
 2.75000       2.75000        10.00000            34                12              N/A                                          
 2.26183       2.26183        10.00000            34                12              N/A                                          
 2.75000       2.75000        10.00000            34                12               34                                          
 2.75000       2.75000        10.00000            35                12              N/A                                          
 2.25000       2.25000        10.00000            35                12              N/A                                          
 2.75000       2.75000        10.00000            35                12               35                                          
 2.75000       2.75000        10.00000            36                12              N/A                                          
 2.25000       2.25000        9.74142             36                12              N/A                                          
 2.75000       2.75000        10.00000            36                12               36                                          
 2.75000       2.75000        9.98984             37                12              N/A                                          
 2.25000       2.25000        10.00000            37                12              N/A                                          
 2.75000       2.75000        10.00000            37                12               37                                          
 2.75000       2.75000        9.97733             38                12              N/A                                          
 2.25000       2.25000        9.99285             38                12              N/A                                          
 2.75000       2.75000        10.00000            38                12               38                                          
 2.75000       2.75000        10.00000            39                12              N/A                                          
 2.25000       2.25000        10.00000            39                12              N/A                                          
 2.75000       2.75000        10.00000            39                12               39                                          
 2.25000       2.25000        10.00000            39                12               39                                          
 2.75000       2.75000        10.00000            40                12              N/A                                          
 2.25000       2.25000        10.00000            40                12              N/A                                          
 2.75000       2.75000        10.00000            40                12               40                                          
 2.75000       2.75000        10.00000            41                12              N/A                                          
 2.25000       2.25000        10.00000            41                12              N/A                                          
 2.75000       2.75000        10.00000            41                12               41                                          
 2.75000       2.75000        10.00000            42                12              N/A                                          
 2.25000       2.25000        10.00000            42                12              N/A                                          
 2.75000       2.75000        10.00000            42                12               42                                          
 2.75000       2.75000        10.00000            43                12              N/A                                          
 2.25000       2.25000        10.00000            43                12              N/A                                          
 2.75000       2.75000        10.00000            43                12               43                                          
 2.75000       2.75000        10.00000            44                12              N/A                                          
 2.75000       2.75000        10.00000            44                12              N/A                                          
 2.25000       2.25000        10.00000            44                12              N/A                                          
 2.75000       2.75000        10.00000            44                12               44                                          
 2.75000       2.75000        10.00000            45                12              N/A                                          
 2.25000       2.25000        9.83905             45                12              N/A                                          
 2.75000       2.75000        10.00000            45                12               44                                          
 2.75000       2.75000        10.00000            45                12               45                                          
 2.75000       2.75000        10.00000            46                12              N/A                                          
 2.25000       2.25000        9.98261             46                12              N/A                                          
 2.75000       2.75000        10.00000            46                12               46                                          
 2.75000       2.75000        10.00000            47                12              N/A                                          
 2.25000       2.25000        10.00000            47                12              N/A                                          
 2.75000       2.75000        10.00000            47                12               47                                          
 2.75000       2.75000        10.00000            48                12              N/A                                          
 2.25000       2.25000        9.91136             48                12              N/A                                          

II-1

424B5
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Annex II
Assumed Mortgage Loan Characteristics 

                                                        [Enlarge/Download Table]


                                                   REMAINING                                                                    
          STATED                                    TERM TO           LOAN                               INITIAL     PERIODIC   
        PRINCIPAL               MORTGAGE            MATURITY          AGE                 LOAN            RATE        RATE      
       BALANCE ($)               RATE (%)           (MONTHS)        (MONTHS)             INDEX            CAP (%)      CAP (%)  
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
       24,179,158.58        5.0000000000              348              12            One-Year CMT        5.00000      2.00000   
        8,396,171.19        5.0000000000              349              11            One-Year CMT        5.00000      2.00000   
        4,820,091.16        5.0000000000              349              11           One-Year LIBOR       5.00000      2.00000   
       20,423,905.03        5.0000000000              349              11            One-Year CMT        5.00000      2.00000   
        1,555,716.68        5.0000000000              350              10            One-Year CMT        5.00000      2.00000   
        1,526,670.18        5.0000000000              350              10           One-Year LIBOR       5.00000      2.00000   
        3,787,168.89        5.0000000000              350              10            One-Year CMT        5.00000      2.00000   
          881,697.08        5.0000000000              351              9            One-Year LIBOR       5.00000      2.00000   
          962,519.25        5.0000000000              352              8            One-Year LIBOR       5.00000      2.00000   
          879,599.59        5.0000000000              352              8             One-Year CMT        5.00000      2.00000   
GROUP II MORTGAGE LOANS                                                                                                         
        5,420,944.64        5.0000000000              353              7             One-Year CMT        5.00000      2.00000   
        9,186,433.26        5.0000000000              353              7            One-Year LIBOR       5.00000      2.00000   
       54,334,181.98        4.9991454960              353              7             One-Year CMT        5.00000      2.00000   
       10,454,498.03        4.9941018700              354              6             One-Year CMT        5.00000      2.00000   
        7,676,763.27        5.0000000000              354              6            One-Year LIBOR       5.00000      2.00000   
       48,384,549.31        5.0000000000              354              6             One-Year CMT        5.00000      2.00000   
          530,392.85        4.8750000000              354              6            One-Year LIBOR       5.00000      2.00000   
        6,904,078.96        5.0000000000              355              5             One-Year CMT        5.00000      2.00000   
        4,806,814.51        4.9087013813              355              5            One-Year LIBOR       5.00000      2.00000   
       53,687,432.76        4.9982491247              355              5             One-Year CMT        5.00000      2.00000   
        6,513,592.44        5.0000000000              356              4             One-Year CMT        5.00000      2.00000   
       18,302,614.56        4.8302335587              356              4            One-Year LIBOR       5.00000      2.00000   
       41,048,558.32        5.0000000000              356              4             One-Year CMT        5.00000      2.00000   
        4,839,432.49        4.9022372094              357              3             One-Year CMT        5.00000      2.00000   
       15,142,846.52        4.7158174126              357              3            One-Year LIBOR       5.00000      2.00000   
       22,065,369.82        5.0000000000              357              3             One-Year CMT        5.00000      2.00000   
        4,087,430.02        4.9389982620              358              2             One-Year CMT        5.00000      2.00000   
        8,694,521.10        4.7143077701              358              2            One-Year LIBOR       5.00000      2.00000   
          408,000.00        5.0000000000              358              2             One-Year CMT        5.00000      2.00000   
       22,981,204.75        4.9962360551              358              2             One-Year CMT        5.00000      2.00000   
          620,000.00        4.6250000000              358              2            One-Year LIBOR       5.00000      2.00000   
       27,428,131.36        4.7639302670              359              1             One-Year CMT        5.00000      2.00000   
       10,144,223.51        4.7942406937              359              1            One-Year LIBOR       5.00000      2.00000   
        7,631,372.59        4.8859477781              359              1             One-Year CMT        5.00000      2.00000   
        1,752,000.00        4.9123858447              359              1            One-Year LIBOR       5.00000      2.00000   
       59,329,765.25        4.8621565862              359              1             One-Year CMT        5.00000      2.00000   
        4,598,550.00        4.9956508030              359              1            One-Year LIBOR       5.00000      2.00000   
        3,662,920.00        4.7305114499              360              0             One-Year CMT        5.00000      2.00000   
          708,484.00        4.8750000000              360              0            One-Year LIBOR       5.00000      2.00000   
        1,960,000.00        4.8775510204              360              0             One-Year CMT        5.00000      2.00000   
          523,600.00        5.0000000000              360              0            One-Year LIBOR       5.00000      2.00000   
GROUP III MORTGAGE LOANS                                                                                                        
        1,540,000.00        4.6500000000              347              13            One-Year CMT        6.00000      2.00000   
        2,307,314.00        5.5857261300              347              13           One-Month LIBOR      7.36427     11.00000   
          188,000.00        5.3500000000              348              12           One-Month LIBOR      7.60000     11.00000   
          416,000.00        5.5500000000              349              11           One-Month LIBOR      7.40000     11.00000   
        1,952,400.00        5.4232329441              349              11           One-Month LIBOR      7.52677     10.91549   
          158,240.60        5.0000000000              351              9             One-Year CMT        6.00000      2.00000   
        1,837,500.00        5.3000000000              351              9            One-Month LIBOR      7.65000     11.00000   
          663,900.00        4.7500000000              351              9            One-Month LIBOR      8.20000     11.00000   
          989,608.93        4.6500000000              352              8             One-Year CMT        6.00000      2.00000   
        2,573,966.38        4.1936451256              352              8             One-Year CMT        6.00000      2.00000   
        1,107,000.00        5.1046973803              352              8            One-Month LIBOR      7.84530     10.96920   
        2,509,000.00        4.5200278996              353              7             One-Year CMT        6.00000      2.00000   
          603,664.35        5.6062179670              353              7            One-Month LIBOR      7.34378     11.00000   
          770,500.00        5.5973393900              354              6            One-Month LIBOR      7.35266     10.53517   
          236,000.00        5.1500000000              355              5             One-Year CMT        6.00000      2.00000   
        1,189,600.00        5.5764290518              355              5            One-Month LIBOR      7.37357     10.98238   
        9,693,546.00        4.9826675398              356              4             One-Year CMT        6.00000      2.00000   
        1,000,000.00        4.9000000000              356              4             One-Year CMT        6.00000      2.00000   
        1,016,250.00        5.4861623616              356              4            One-Month LIBOR      7.46384     10.80812   
       13,837,465.19        5.1525538436              357              3             One-Year CMT        6.00000      2.00000   
          705,349.00        5.6034059026              357              3            One-Month LIBOR      7.34659     11.00000   
          400,292.61        5.0500000000              358              2             One-Year CMT        6.00000      2.00000   
       13,736,540.00        5.0185387295              358              2             One-Year CMT        6.00000      2.00000   
        1,893,750.00        4.9886138614              358              2            One-Month LIBOR      7.96139     11.00000   
        9,927,990.00        4.8164293578              359              1             One-Year CMT        6.00000      2.00000   
          299,000.00        5.8500000000              359              1            One-Month LIBOR      7.10000     10.40000   
          401,127.00        4.9000000000              360              0             One-Year CMT        6.00000      2.00000   



                                            MONTHS TO             RATE          REMAINING                                       
  GROSS        MINIMUM        MAXIMUM         NEXT               CHANGE          INTEREST                                       
 MARGIN      MORTGAGE        MORTGAGE         RATE              FREQUENCY      ONLY PERIOD                                      
    (%)        RATE (%)        RATE (%)     ADJUSTMENT           (MONTHS)         (MONTHS)                                      
------------------------------------------------------------------------------------------                                      
                                                                                                                                
  2.75000       2.75000        10.00000            48                12               48                                        
  2.75000       2.75000        10.00000            49                12              N/A                                        
  2.25000       2.25000        10.00000            49                12              N/A                                        
  2.75000       2.75000        10.00000            49                12               49                                        
  2.75000       2.75000        10.00000            50                12              N/A                                        
  2.25000       2.25000        10.00000            50                12              N/A                                        
  2.75000       2.75000        10.00000            50                12               50                                        
  2.25000       2.25000        10.00000            51                12              N/A                                        
  2.25000       2.25000        10.00000            52                12              N/A                                        
  2.75000       2.75000        10.00000            52                12               52                                        

  2.75000       2.75000        10.00000            53                12              N/A                                        
  2.25000       2.25000        10.00000            53                12              N/A                                        
  2.75000       2.75000        9.99915             53                12               53                                        
  2.75000       2.75000        9.99410             54                12              N/A                                        
  2.25000       2.25000        10.00000            54                12              N/A                                        
  2.75000       2.75000        10.00000            54                12               54                                        
  2.25000       2.25000        9.87500             54                12               54                                        
  2.75000       2.75000        10.00000            55                12              N/A                                        
  2.25000       2.25000        9.90870             55                12              N/A                                        
  2.75000       2.75000        9.99825             55                12               55                                        
  2.75000       2.75000        10.00000            56                12              N/A                                        
  2.25000       2.25000        9.83023             56                12              N/A                                        
  2.75000       2.75000        10.00000            56                12               56                                        
  2.75000       2.75000        9.90224             57                12              N/A                                        
  2.25000       2.25000        9.71582             57                12              N/A                                        
  2.75000       2.75000        10.00000            57                12               57                                        
  2.75000       2.75000        9.93900             58                12              N/A                                        
  2.25000       2.25000        9.71431             58                12              N/A                                        
  2.75000       2.75000        10.00000            58                12              118                                        
  2.75000       2.75000        9.99624             58                12               58                                        
  2.25000       2.25000        9.62500             58                12               58                                        
  2.75000       2.75000        9.76393             59                12              N/A                                        
  2.25000       2.25000        9.79424             59                12              N/A                                        
  2.75000       2.75000        9.88595             59                12              119                                        
  2.25000       2.25000        9.91239             59                12              119                                        
  2.75000       2.75000        9.86216             59                12               59                                        
  2.25000       2.25000        9.99565             59                12               59                                        
  2.75000       2.75000        9.73051             60                12              N/A                                        
  2.25000       2.25000        9.87500             60                12              N/A                                        
  2.75000       2.75000        9.87755             60                12               60                                        
  2.25000       2.25000        10.00000            60                12               60                                        

  2.50000       2.50000        10.65000            47                12              107                                        
  1.95000       1.95000        12.95000            47                1                47                                        
  1.95000       1.95000        12.95000            48                1                48                                        
  1.95000       1.95000        12.95000            49                1               109                                        
  2.03451       2.03451        12.95000            49                1                49                                        
  2.50000       2.50000        11.00000            51                12              N/A                                        
  1.95000       1.95000        12.95000            51                1               111                                        
  1.95000       1.95000        12.95000            51                1                51                                        
  2.50000       2.50000        10.65000            52                12              N/A                                        
  2.50000       2.50000        10.19365            52                12              112                                        
  1.98080       1.98080        12.95000            52                1                52                                        
  2.50000       2.50000        10.52003            53                12              113                                        
  1.95000       1.95000        12.95000            53                1                53                                        
  2.41483       2.41483        12.95000            54                1                54                                        
  2.50000       2.50000        11.15000            55                12              115                                        
  1.96762       1.96762        12.95000            55                1                55                                        
  2.50000       2.50000        10.96281            56                12              116                                        
  2.50000       2.50000        10.90000            56                12               56                                        
  2.14188       2.14188        12.95000            56                1                56                                        
  2.50000       2.50000        11.15255            57                12              117                                        
  1.95000       1.95000        12.95000            57                1                57                                        
  2.50000       2.50000        11.05000            58                12              N/A                                        
  2.50000       2.50000        11.01854            58                12              118                                        
  1.95000       1.95000        12.95000            58                1                58                                        
  2.50000       2.50000        10.81643            59                12              119                                        
  2.55000       2.55000        12.95000            59                1                59                                        
  2.50000       2.50000        10.90000            60                12              120                                        


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MORTGAGE PASS-THROUGH CERTIFICATES
 MORTGAGE-BACKED NOTES
(ISSUABLE IN SERIES)

CITIGROUP MORTGAGE LOAN TRUST INC.
 DEPOSITOR

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

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS      
PROSPECTUS.                                                                     

THIS PROSPECTUS MAY BE USED TO OFFER AND SELL THE SECURITIES ONLY IF ACCOMPANIED
BY A PROSPECTUS SUPPLEMENT.                                                     

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

THE SECURITIES:                                                                 

Citigroup Mortgage Loan Trust Inc., as depositor, will sell the securities,     
which may be in the form of mortgage pass-through certificates or               
mortgage-backed notes. Each issue of securities will have its own series        
designation and will evidence either:                                           

o   the ownership of trust fund assets, or                                      

o   debt obligations secured by trust fund assets.                              

THE TRUST FUND AND ITS ASSETS                                                   

The assets of a trust fund will primarily include any combination of:           

o   one- to four-family residential first and junior lien mortgage loans,       
multifamily residential mortgage loans, cooperative apartment loans, installment
loan agreements, home equity revolving lines of credit, including partial       
balances of those lines of credit, or beneficial interests,                     

o   installment or conditional sales contracts and installment loan agreements  
secured by senior or junior liens on manufactured homes,                        

o   pass-through or participation certificates issued or guaranteed by the      
Government National Mortgage Association, the Federal National Mortgage         
Association or the Federal Home Loan Mortgage Corporation, or pass-through or   
participation certificates or other mortgage-backed securities issued or        
guaranteed by private entities, or                                              

o   funding agreements secured by any of the above described assets.            

CREDIT ENHANCEMENT                                                              

The assets of the trust fund for a series of securities may also include pool   
insurance policies, letters of credit, reserve funds, credit derivatives, or    
other types of credit support, or any combination thereof, and currency or      
interest rate exchange agreements and other financial assets, or any combination
thereof.                                                                        

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS  
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

Offers of the securities may be made through one or more different methods,     
including through underwriters as described in "Methods of Distribution" in the 
related prospectus supplement. All certificates will be distributed by, or sold 
through underwriters managed by:                                                

 CITIGROUP

The date of this Prospectus is May 3, 2005

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RISK FACTORS......................................................................................................5 

THE TRUST FUNDS..................................................................................................17 
            The Mortgage Loans...................................................................................17 
            Revolving Credit Loans...............................................................................23 
            The Contracts........................................................................................26 
            Agency Securities....................................................................................27 
            Private Mortgage-Backed Securities...................................................................33 
            Funding Agreements...................................................................................36 

USE OF PROCEEDS..................................................................................................37 

YIELD CONSIDERATIONS.............................................................................................37 

MATURITY AND PREPAYMENT CONSIDERATIONS...........................................................................39 

THE DEPOSITOR....................................................................................................41 

MORTGAGE LOAN PROGRAM............................................................................................41 
            Underwriting Standards...............................................................................41 
            Qualifications of Originators and Mortgage Loan Sellers..............................................44 
            Representations by or on Behalf of Mortgage Loan Sellers; Repurchases................................44 

DESCRIPTION OF THE SECURITIES....................................................................................47 
            General..............................................................................................48 
            Assignment of Trust Fund Assets......................................................................50 
            Deposits to Certificate Account......................................................................56 
            Payments on Mortgage Loans and Contracts.............................................................56 
            Payments on Agency Securities and Private Mortgage-Backed Securities.................................58 
            Distributions........................................................................................58 
            Interest on the Securities...........................................................................60 
            Principal of the Securities..........................................................................60 
            Pre-Funding Account..................................................................................61 
            Allocation of Losses.................................................................................61 
            Advances in Respect of Delinquencies.................................................................61 
            Reports to Securityholders...........................................................................62 
            Collection and Other Servicing Procedures............................................................64 
            Sub-Servicing........................................................................................65 
            Realization upon Defaulted Mortgage Loans............................................................66 
            Realization upon Defaulted Contracts.................................................................67 
            Retained Interest; Servicing or Administration Compensation and Payment of Expenses..................67 
            Evidence as to Compliance............................................................................68 
            Certain Matters Regarding the Master Servicer and the Depositor......................................69 
            Events of Default and Rights upon Events of Default..................................................70 
            Amendment............................................................................................73 
            Termination..........................................................................................75 

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            Duties of the Trustee................................................................................76
            Description of the Trustee...........................................................................76
            Description of Credit Support........................................................................76
            Subordination........................................................................................77
            Letter of Credit.....................................................................................78
            Mortgage Pool Insurance Policy.......................................................................79
            Special Hazard Insurance Policy......................................................................81
            Bankruptcy Bond......................................................................................83
            Financial Guarantee Insurance........................................................................83
            Reserve Fund.........................................................................................84
            Overcollateralization................................................................................84
            Cross-Support Features...............................................................................84
            Cash Flow Agreements.................................................................................84
            Description of Primary Insurance Policies............................................................85
            Primary Mortgage Insurance Policies..................................................................85
            Primary Hazard Insurance Policies on Mortgage Loans..................................................85
            Standard Hazard Insurance Policies on Manufactured Homes.............................................87
            FHA Insurance........................................................................................87
            VA Guarantees........................................................................................88

LEGAL ASPECTS OF MORTGAGE LOANS..................................................................................88
            General..............................................................................................88
            Single-Family Loans and Multifamily Loans............................................................89
            Leases and Rents.....................................................................................89
            Cooperative Loans....................................................................................90
            Contracts............................................................................................91
            Foreclosure on Mortgages.............................................................................93
            Foreclosure on Mortgaged Properties Located in the Commonwealth of Puerto Rico.......................95
            Foreclosure on Cooperative Shares....................................................................95
            Repossession with Respect to Contracts...............................................................96
            Notice of Sale; Redemption Rights with Respect to Manufactured Homes.................................97
            Rights of Redemption with Respect to Single-Family Properties and Multifamily Properties.............97
            Anti-Deficiency Legislation and Other Limitations on Lenders.........................................98
            For Cooperative Loans................................................................................99
            Junior Mortgages....................................................................................100
            Consumer Protection Laws with Respect to Contracts..................................................100
            Other Limitations...................................................................................101
            Enforceability of Provisions........................................................................101
            Single-Family Loans and Multifamily Loans...........................................................102
            Transfer of Manufactured Homes......................................................................103
            Prepayment Charges and Prepayments..................................................................103
            Subordinate Financing...............................................................................103
            Applicability of Usury Laws.........................................................................104
            Alternative Mortgage Instruments....................................................................105
            Formaldehyde Litigation with Respect to Contracts...................................................105
            Servicemembers' Civil Relief Act....................................................................106
            Environmental Legislation...........................................................................106
            Forfeitures in Drug and Rico Proceedings............................................................107
            Negative Amortization Loans.........................................................................108

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FEDERAL INCOME TAX CONSEQUENCES.................................................................................108
            General.............................................................................................108
            REMICS..............................................................................................109
            Taxation of Owners of REMIC Regular Certificates....................................................110
            Taxation of Owners of REMIC Residual Certificates...................................................115
            Sales of REMIC Certificates.........................................................................122
            Notes...............................................................................................127
            Grantor Trust Funds.................................................................................128
            Characterization of Investments in Grantor Trust Certificates.......................................128
            Taxation of Owners of Grantor Trust Strip Certificates..............................................134
            Sales of Grantor Trust Certificates.................................................................136
            Partnership Trust Funds.............................................................................137
            Taxation of Owners of Partnership Certificates......................................................138
            Tax Return Disclosure and Investor List Requirements................................................143

STATE AND OTHER TAX CONSEQUENCES................................................................................143

CONSIDERATIONS FOR BENEFIT PLAN INVESTORS.......................................................................143
            Investors Affected..................................................................................143
            Fiduciary Standards for ERISA Plans and Related Investment Vehicles.................................144
            Prohibited  Transaction  Issues for ERISA Plans,  Keogh Plans, IRAs and Related  Investment            
                  Vehicles......................................................................................144
            Possible Exemptive Relief...........................................................................145
            Consultation with Counsel...........................................................................151
            Government Plans....................................................................................151
            Representation  from Plans Investing in Notes with  Substantial  Equity Features or Certain            
                  Securities....................................................................................151
            Tax Exempt Investors................................................................................152

LEGAL INVESTMENT................................................................................................153

METHODS OF DISTRIBUTION.........................................................................................155

LEGAL MATTERS...................................................................................................156

FINANCIAL INFORMATION...........................................................................................156

RATING..........................................................................................................156

AVAILABLE INFORMATION...........................................................................................156

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...............................................................157

GLOSSARY........................................................................................................158

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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,     

o        pass-through or participation certificates or other mortgage-backed    
securities issued or guaranteed by private entities, or                         

o        funding agreements secured by mortgage loans, agency securities or     
private mortgage-backed securities or any combination thereof, together with    
other assets.                                                                   

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.     

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      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.        

         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.                                                            

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         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 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.                                                     

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      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 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                                                                        

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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 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 or funding agreements 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, private               
mortgage-backed securities or funding agreements,                               

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,                                                                   

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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.   

    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                                  

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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-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  

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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.                             

      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                      

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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:                                                                     

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                                                                

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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.                                                               

   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.                                                            

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         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:                     

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       

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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.                                                                           

     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  

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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.                                                                          

         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                             

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be of such quality, type and class as to meet generally the purchase standards  
imposed by private institutional mortgage investors.                            

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                                            

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mortgagor, and Freddie Mac has not adopted standards which require that the     
demand be made within any specified period.                                     

        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                     

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provide supplemental liquidity to the mortgage market and was transformed into a
stockholder-owned and privately-managed corporation by legislation enacted in   
1968.                                                                           

Fannie Mae provides funds to the mortgage market primarily by 
purchasing 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.         

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         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 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                                                                         

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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.                

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,                                             

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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.            

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, credit derivatives or other types of credit      
support 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, credit derivatives 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.                   

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FUNDING AGREEMENTS                                                              

       If specified in the prospectus supplement for a series, the depositor
may enter into a funding agreement with a limited-purpose subsidiary or         
affiliate of a mortgage loan seller, referred to as a finance company, pursuant 
to which:                                                                       

o         the depositor will lend the net proceeds of the sale of the securities
to such finance company,                                                        

o         the finance company will pledge trust fund assets owned by it to      
secure the loan from the depositor, and                                         

o         the depositor will assign the funding agreement, as so secured, to the
trust fund for a series. No finance company will be authorized to engage in any 
business activities other than the financing and sale of trust fund assets.     

Pursuant to a funding agreement:                              

o         the depositor will lend a finance company the proceeds from the sale  
of a series of securities and such Finance Company will pledge to the depositor 
as security therefor trust fund assets having an aggregate unpaid principal     
balance as of any date of determination equal to at least the amount of the     
loan, and                                                                       

o         the finance company will agree to repay such loan by causing payments 
on the trust fund assets to be made to the trustee as assignee of the depositor 
in such amounts as are necessary, together with payments from the related       
reserve fund or other funds or accounts, to pay accrued interest on such loan   
and to amortize the entire principal amount of such loan.                       

        A finance company is not obligated to provide additional collateral to
secure the loan pursuant to a funding agreement subsequent to the issuance of   
the securities of the series by the trust fund.                                 

         Unless the depositor, the master servicer or other entity designated in
the prospectus supplement exercises its option to terminate the trust fund and  
retire the securities of a series, or a finance company defaults under its      
funding agreement, such finance company's loan may not be prepaid other than as 
a result of prepayments on the pledged trust fund assets. If the finance        
company, nevertheless, were to attempt to prepay its loan, the loan would not be
deemed prepaid in full unless the finance company paid the depositor an amount  
sufficient to enable the depositor to purchase other trust fund assets          
comparable in yield and maturity to the finance company's trust fund assets     
pledged under the funding agreement. The trustee then could either:             

o         purchase such other trust fund assets and substitute them for the     
trust fund assets pledged by the finance company, to the extent that such       
purchase and substitution did not adversely affect the tax treatment of the     
related series, or                                                              

o         deposit the amount of the finance company's prepayment in the         
certificate account.                                                            

       In the event of a default under a funding agreement, the trustee will
have recourse to the related finance company for the benefit of the holders of  
securities, including the right to foreclose upon the trust fund assets securing
that funding agreement. The participating finance companies will be             
limited-purpose finance entities and, therefore, it is unlikely that a          
defaulting finance company will have any significant assets except those pledged
to the trust fund for the series and those that secure other mortgage-backed    
securities and collateralized mortgage obligations. The trustee has no recourse 
to assets pledged to secure                                                     

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other securities except to the limited extent that funds generated by such      
assets exceed the amount required to pay those securities and are released from 
the lien securing such other securities and returned to a finance company. For  
that reason, prospective purchasers of securities should make their investment  
decisions on the basis that the securities of a series have rights solely with  
respect to the assets transferred to the trust fund for that series of          
securities.                                                                     

         In the event of a default under a funding agreement and the sale by the
trustee of the trust fund assets securing the obligations of the finance company
under the funding agreement, the trustee may distribute principal in an amount  
equal to the unpaid principal balance of the trust fund assets so liquidated    
ratably among all classes of securities within the series, or in such other     
manner as may be specified in the related prospectus supplement.                

 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 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, private            
mortgage-backed securities or funding agreements 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                                                         

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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 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.                                     

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       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, private mortgage-backed securities and funding agreements 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 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     

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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.        

     Unless otherwise provided in the related prospectus supplement, all
mortgage loans, mortgage loans underlying private mortgage-backed securities or 
mortgage loans secured by funding agreements will contain due-on-sale provisions
permitting the lender to accelerate the maturity of such mortgage loan upon sale
or certain transfers by the borrower of the underlying mortgaged property. 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 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                                 

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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.                                 

 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                                                  

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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.                                          

         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                                                                   

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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 
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. 

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    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 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;                                             

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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 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:               

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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 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                       

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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 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                    

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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;                                                                

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.                                                                         

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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 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 one or more other types of credit    
support, such as a letter of credit, reserve fund, insurance policy 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                                           

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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 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                              

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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.              

        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       

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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,                     

      (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                                                         

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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.                                                              

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                               

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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,                                                      

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.                     

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         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.                               

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.                               

Assignment of Funding Agreements                              

     The depositor will cause funding agreements to be registered in the
name of the trustee. The trustee or custodian will have possession of any       
funding agreement. Unless otherwise specified in the related prospectus         
supplement, the trustee will be in possession of or be assignee of record of any
underlying assets for funding agreements. See "The Trust Funds--Funding         
Agreements" in this prospectus. Each funding agreement 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 underlying 
asset secured by the funding agreements.                                        

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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 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;                               

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   (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;         

  (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                                                       

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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.                             

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                                                      

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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                                                   

              (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.

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        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 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.                                             

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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 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                                                                

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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.                                                                           

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;                                                      

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     (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;                                          

      (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                                       

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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.                     

     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                                                                              

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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,                                                                  

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         

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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.                     

   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                                

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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".                 

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                     

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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 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                                                                     

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Program for Mortgage Bankers or the Audit 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 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              

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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  

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  

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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 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                                                                  

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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 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,                                        

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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                            

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                                                                   

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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 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.                                                                     

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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 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                                                       

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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.                     

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                                                        

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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     
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                                     

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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 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                   

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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 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.                                                                     

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         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 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                                                                      

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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.                                 

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                                                 

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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 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                                             

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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 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.                               

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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-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 or floor 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 on 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.                                                                     

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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.                                                     

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                                                    

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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 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               

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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    
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.

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       HUD has the option, in most cases, to pay insurance claims in cash or
in debentures issued by HUD. Presently, claims 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.  

      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       

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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 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      

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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 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.                                                                  

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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 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                 

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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 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.                         

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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 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.                                 

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        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 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   

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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.                                        

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.               

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      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 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                                                  

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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.                                                                      

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                           

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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 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         
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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.                                                       

   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.                                                         

FOR 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    

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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.                      

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.                                                                        

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         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.                                

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.                                              

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    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 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.                         

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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 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                                      

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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.  

     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.                                            

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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.                                                  

        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.              

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         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 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                                                                     

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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.                                                             

       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.                                                                     

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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,     
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,                                                                       

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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 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,                                                                       

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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.      

     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                  

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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 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.                                    

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      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 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                                                     

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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   
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                                                                       

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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 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.                                      

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         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 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                                        

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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 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.                                                             

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         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 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           

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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.     

        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.                                      

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      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 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.    

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  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 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                               

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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.                                                        

     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.                                           

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         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,     

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."                

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         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 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.                                         

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         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 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         

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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.        

        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       

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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 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,           

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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.                

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."                                                            

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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 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                           

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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 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                  

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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 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

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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 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                                                                         

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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 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                                           

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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.             

         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                                   

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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. 

     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                                                                        

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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 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                                                

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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) 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.                                                              

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  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 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.

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  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.                              

       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                 

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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 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.             

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       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.               

        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                                                                             

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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.                                    

      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           

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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    
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.   

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        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.                                                                 

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,          

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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 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.                                                           

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     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 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.               

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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 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:                       

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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.                  

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:                          

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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.                                      

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.                                   

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      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.                                                    

         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.

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         "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 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.         

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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.                                                                

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,                                                    

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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.                                                       

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.                     

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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 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,                                    

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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    
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.                                                                  

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 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.                                                       

         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.

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 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.                                     

       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.                                                  

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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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$1,250,282,000 (APPROXIMATE)

CITIGROUP MORTGAGE LOAN TRUST INC.
 DEPOSITOR

CITIGROUP MORTGAGE LOAN TRUST 2005-6
ISSUER

CITIGROUP MORTGAGE LOAN TRUST INC.
MORTGAGE PASS-THROUGH NOTES, SERIES 2005-6

 PROSPECTUS SUPPLEMENT
 DATED AUGUST 30, 2005

WELLS FARGO BANK, N.A.
 FIRST REPUBLIC BANK
 SERVICERS

CITIMORTGAGE, INC.
MASTER SERVICER AND SECURITIES ADMINISTRATOR

CITIBANK, N.A.
 PAYING AGENT, NOTE 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 NOTES 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 notes  offered  hereby and with respect to their
unsold allotments or subscriptions. In addition, all dealers selling the Offered
Notes, 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.